Common use of Bailee for Perfection Clause in Contracts

Bailee for Perfection. Until the Discharge of First Priority Obligations has occurred: (i) The First Priority Agent as Collateral Agent agrees to hold that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC, including, but not limited to, the Earnings Accounts (such Collateral being the “Pledged Collateral”) as agent for the First Priority Creditors and as bailee for the Second Priority Agent (such bailment being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2), 9-106(a) and 9-313(c) of the UCC) and any assignee solely for the purpose of perfecting the security interest granted under the First Priority Loan Documents and the Second Priority Loan Documents, respectively, subject to the terms and conditions of this Section 5.5. (ii) The First Priority Agent as Collateral Agent shall have no obligation whatsoever to the First Priority Creditors, the Second Priority Agent, or any Second Priority Creditor, to ensure that the Pledged Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section 5.5. The duties or responsibilities of the First Priority Agent under this Section 5.5 shall be limited solely to holding the Pledged Collateral as bailee in accordance with this Section 5.5 and delivering the Pledged Collateral upon a Discharge of First Priority Obligations as provided in paragraph (iv) below. (iii) The First Priority Agent acting pursuant to this Section 5.5 shall not have by reason of any Collateral Document, this Agreement or any other document a fiduciary relationship in respect of the First Priority Creditors, the Second Priority Agent or any Second Priority Creditor. (iv) Upon the Discharge of First Priority Obligations, the First Priority Agent shall deliver the remaining Pledged Collateral (if any) together with any necessary endorsements, first, to the Second Priority Agent to the extent Second Priority Obligations remain outstanding, and second, to the Borrowers to the extent no First Priority Obligations or Second Priority Obligations remain outstanding (in each case, so as to allow such Person to obtain possession or control of such Pledged Collateral); provided that, in each case, the First Priority Agent shall be entitled to rely on certifications from the Second Priority Agent or the Borrowers, as the case may be, as to whether any Second Priority Obligations remain outstanding. The First Priority Agent further agrees to take all other action reasonably requested by the Second Priority Agent in connection with the Second Priority Agent obtaining a first priority interest in the Collateral or as a court of competent jurisdiction may otherwise direct. (v) Subject to the terms of this Agreement, so long as the Discharge of First Priority Obligations has not occurred, the First Priority Agent shall be entitled to deal with the Pledged Collateral or Collateral within its “control” in accordance with the terms of this Agreement and other First Priority Collateral Documents as if the Liens of the Second Priority Agent or Second Priority Creditors did not exist.

Bailee for Perfection. Until the Discharge of First Priority Obligations has occurred: (ia) The First Priority Agent as Lien Collateral Agent agrees to hold that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees) ), to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC, including, but not limited to, the Earnings Accounts Uniform Commercial Code (such Collateral being the “Pledged Collateral”) as agent for the benefit of and on behalf of the First Priority Creditors and as bailee for Lien Secured Parties, the Second Priority Lien Collateral Agent (such bailment being intended, among other things, to satisfy and the requirements of Sections 8-106(d)(3), 8-301(a)(2), 9-106(a) and 9-313(c) of the UCC) Second Lien Secured Parties and any assignee solely for the purpose of perfecting the security interest granted under the First Priority Lien Loan Documents and the Second Priority Lien Loan Documents, respectively, subject to the terms and conditions of this Section 5.5. (iib) Subject to the terms of this Agreement, until the Discharge of First Lien Obligations has occurred, the First Lien Collateral Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the First Lien Loan Documents as if the Liens of the Second Lien Collateral Agent under the Second Lien Security Documents did not exist. The rights of the Second Lien Collateral Agent shall at all times be subject to the terms of this Agreement and to the First Lien Collateral Agent’s rights under the First Lien Loan Documents. (c) The First Priority Agent as Lien Collateral Agent shall have no obligation whatsoever to the First Priority Creditors, Lien Secured Parties and the Second Priority Agent, Lien Collateral Agent or any Second Priority Creditor, Lien Secured Party to ensure that the Pledged Collateral is genuine or owned by any of the Grantors Loan Parties or to preserve rights or benefits of any Person except as expressly set forth in this Section 5.5. The duties or responsibilities of the First Priority Lien Collateral Agent under this Section 5.5 shall be limited solely to holding the Pledged Collateral as bailee for the benefit of and on behalf of the First Lien Secured Parties and the Second Lien Collateral Agent and any permitted assignee in accordance with this Section 5.5 and delivering the Pledged Collateral upon a Discharge of First Priority Obligations as provided in paragraph (iv) below5.5. (iiid) The First Priority Lien Collateral Agent acting pursuant to this Section 5.5 shall not have by reason of any Collateral Documentthe First Lien Security Documents, the Second Lien Security Documents, this Agreement or any other document or theory a fiduciary relationship in respect of the First Priority CreditorsLien Secured Parties, the Second Priority Lien Collateral Agent or any Second Priority CreditorLien Secured Party. (ive) Upon the Discharge of First Priority ObligationsLien Obligations under the First Lien Loan Documents to which the First Lien Collateral Agent is a party, the First Priority Lien Collateral Agent shall deliver the remaining Pledged Collateral (if any) together with any necessary endorsements, first, (i) to the Second Priority Lien Collateral Agent to the extent if Second Priority Lien Obligations remain outstanding, and second, (ii) to the Borrowers to (or the extent applicable pledgor) if no First Priority Lien Obligations or Second Priority Lien Obligations remain outstanding (in each case, so as to allow such Person to obtain possession or control of such Pledged Collateral); provided that, in each case, the First Priority Agent shall be entitled to rely on certifications from the Second Priority Agent or the Borrowers, as the case may be, as to whether any Second Priority Obligations remain outstanding. The First Priority Lien Collateral Agent further agrees to take all other action reasonably requested by the Second Priority Agent such Person in connection with the Second Priority Agent such Person obtaining a first first-priority interest in the Collateral or as a court of competent jurisdiction may otherwise direct. (v) Subject . Notwithstanding the first in time filing of the First Lien Collateral Agent’s Liens upon the Pledged Collateral and notwithstanding anything in Section 7.3 to the terms of this Agreementcontrary, so long as after the Discharge of First Priority Lien Obligations has not occurred, the First Priority Lien Collateral Agent agrees that the Second Lien Collateral Agent’s Liens upon the Pledged Collateral shall rank pari passu with the First Lien Collateral Agent’s Liens on the Pledged Collateral to the extent the First Lien Collateral Agent’s Liens remain in effect to secure any First Lien Obligations (such as Hedging Agreements) still in effect after the Discharge of First Lien Obligations. After the Discharge of First Lien Obligations, subject to Section 5.6, any remaining First Lien Obligations (such as Hedging Agreements) shall not be entitled to deal any benefits under this Agreement other than the right to be secured on a pari passu basis with the Pledged Collateral or Collateral within its “control” in accordance with the Second Lien Obligations on terms no more disadvantageous than those of this Agreement and any other First Priority Collateral Documents as if the Liens of the Second Priority Agent or Second Priority Creditors did not existLien Obligations.

Bailee for Perfection. Until the Discharge of (a) First Priority Obligations has occurred: (i) The First Priority Agent as Collateral Agent agrees Lien Creditor and Second Lien Creditor each agree to hold hold, control or otherwise acquire possession of, that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC, including, but not limited to, the Earnings Accounts UCC or other applicable law (such Collateral being referred to as the “Pledged Collateral”) ), as agent bailee and as a non-fiduciary representative, on behalf of and for the benefit of, Second Lien Creditor or First Priority Creditors and Lien Creditor, as bailee for the Second Priority Agent applicable (such bailment and agency being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2), 9-106(a) 313(c), 9-104, 9-105, 9-106, and 9-313(c) 107 of the UCC) and any assignee ), solely for the purpose of perfecting the security interest granted under the Second Lien Documents or the First Priority Loan Documents and the Second Priority Loan Lien Documents, respectivelyas applicable, subject to the terms and conditions of this Section 5.55.4. Unless and until the Payment in Full of First Lien Priority Debt, Second Lien Creditor agrees to promptly notify First Lien Creditor of any Pledged Collateral held by it or by any other Second Lien Claimholder, and, immediately upon the request of First Lien Creditor at any time prior to the Payment in Full of First Lien Priority Debt, Second Lien Creditor agrees to deliver to First Lien Creditor any such Pledged Collateral held by it or by any other Second Lien Claimholder, together with any necessary endorsements (or otherwise allow First Lien Creditor to obtain control of such Pledged Collateral). (iib) The First Priority Agent as Collateral Agent Lien Creditor shall have no obligation whatsoever to the First Priority Creditors, the Second Priority Agent, Lien Creditor or any other Second Priority Creditor, Lien Claimholder to ensure that the Pledged Collateral is genuine or owned by any of the Grantors Debtor or to preserve rights or benefits of any Person person except as expressly set forth in this Section 5.55.4. Second Lien Creditor shall have no obligation whatsoever to First Lien Creditor or any other First Lien Claimholder to ensure that the Pledged Collateral is genuine or owned by the Debtor or to preserve rights or benefits of any person except as expressly set forth in this Section 5.4. The duties or responsibilities of the First Priority Agent Lien Creditor under this Section 5.5 5.4 shall be limited solely to holding or controlling the Pledged Collateral as bailee and non-fiduciary representative in accordance with this Section 5.5 5.4 and delivering the Pledged Collateral upon a Discharge Payment in Full of First Lien Priority Obligations Debt as provided in paragraph (iv) belowSection 5.8. The duties or responsibilities of Second Lien Creditor under this Section 5.4 shall be limited solely to holding or controlling the Pledged Collateral as bailee and non-fiduciary representative in accordance with this Section 5.4. (iiic) The First Priority Agent Lien Creditor acting pursuant to this Section 5.5 5.4 shall not have by reason of any the First Lien Collateral DocumentDocuments, the Second Lien Collateral Documents, or this Agreement or any other document a fiduciary relationship in respect of Second Lien Creditor or any other Second Lien Claimholder. Second Lien Creditor acting pursuant to this Section 5.4 shall not have by reason of the First Priority CreditorsLien Collateral Documents, the Second Priority Agent Lien Collateral Documents, or this Agreement a fiduciary relationship in respect of First Lien Creditor or any Second Priority Creditorother First Lien Claimholder. (ivd) Upon the Discharge Payment in Full in cash of all First Priority ObligationsLien Debt, First Lien Creditor shall, to the First Priority Agent shall extent permitted by applicable law, deliver the remaining tangible Pledged Collateral (if any) together with any necessary endorsements, first, to the Second Priority Agent Lien Creditor to the extent Second Priority Obligations Lien Debt remain outstanding as confirmed in writing by Second Lien Creditor, and, to the extent that Second Lien Creditor confirms no Second Lien Debt are outstanding, and second, to the Borrowers Debtor to the extent no First Priority Obligations Lien Debt or Second Priority Obligations Lien Debt remain outstanding (in each case, so as to allow such Person person to obtain possession or control of such Pledged Collateral); provided that. At such time, in each case, the First Priority Agent shall be entitled to rely on certifications from the Second Priority Agent or the Borrowers, as the case may be, as to whether any Second Priority Obligations remain outstanding. The First Priority Agent Lien Creditor further agrees to take all other action reasonably requested by Second Lien Creditor at the expense of the Debtor (including amending any outstanding control agreements) to enable Second Priority Agent in connection with the Second Priority Agent obtaining Lien Creditor to obtain a first priority security interest in the Collateral or as a court of competent jurisdiction may otherwise directCollateral. (v) Subject to the terms of this Agreement, so long as the Discharge of First Priority Obligations has not occurred, the First Priority Agent shall be entitled to deal with the Pledged Collateral or Collateral within its “control” in accordance with the terms of this Agreement and other First Priority Collateral Documents as if the Liens of the Second Priority Agent or Second Priority Creditors did not exist.

Bailee for Perfection. Until (a) If the Discharge of First Priority Obligations has occurred: (i) The First Priority First-Lien Agent as holds any Pledged Collateral Agent agrees to hold that part of the or other Collateral that is in its possession or control (or in the possession or control of its agents or bailees) for purposes of perfecting its Lien therein, then, in addition to holding such Pledged Collateral or other Collateral for the benefit of the First-Lien Secured Parties pursuant to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC, including, but not limited to, the Earnings Accounts (such Collateral being the “Pledged Collateral”) as agent for the First Priority Creditors and as bailee for the Second Priority Agent (such bailment being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2), 9-106(a) and 9-313(c) terms of the UCC) First-Lien Documents, it shall be deemed to be holding such Pledged Collateral or other Collateral as contractual representative on behalf of Second-Lien Agent and any assignee thereof solely for the purpose of perfecting the security interest granted under the First Priority Loan Documents Second-Lien Collateral Documents, subject to the terms and conditions of this Section 5.5. If the Second Priority Second-Lien Agent holds any Pledged Collateral or other Collateral in its possession or control (or in the possession or control of its agents or bailees), then, in addition to holding such Pledged Collateral or other Collateral for the benefit of the Second-Lien Secured Parties pursuant to the terms of the Second-Lien Loan Documents, respectivelyand without limiting its obligations under this Agreement to deliver such possessory Collateral to the First-Lien Agent, it shall be deemed to be holding such Pledged Collateral or other Collateral as contractual representative on behalf of the First-Lien Agent and any assignee thereof solely for the purpose of perfecting the security interest granted under the First-Lien Collateral Documents, subject to the terms and conditions of this Section 5.5. (iib) Until the Discharge of First-Lien Obligations has occurred, the First-Lien Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the First-Lien Loan Documents as if the Liens of the Second-Lien Agent under the Second-Lien Collateral Documents did not exist. The First Priority rights of the Second-Lien Agent as Collateral shall at all times be subject to the terms of this Agreement and to the First-Lien Agent’s rights under the First-Lien Loan Documents. (c) Neither the First-Lien Agent nor the Second-Lien Agent shall have no any obligation whatsoever to the First Priority Creditors, First-Lien Secured Parties or the Second Priority Agent, or any Second Priority Creditor, Second-Lien Secured Parties to ensure assure that the Pledged Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section 5.5. The duties or responsibilities of the First Priority First-Lien Agent and Second-Lien Agent under this Section 5.5 shall be limited solely to holding the Pledged Collateral as bailee in accordance with this Section 5.5 and delivering the Pledged Collateral upon a Discharge of First Priority Obligations as provided in paragraph (iv) below5.5. (iiid) The First Priority Neither the First-Lien Agent nor the Second-Lien Agent acting pursuant to this Section 5.5 shall not have by reason of any Collateral Documentthe First-Lien Documents, the Second-Lien Loan Documents, this Agreement or any other document a fiduciary relationship in respect of the First Priority Creditors, the Second Priority Agent First-Lien Secured Parties or any Second Priority CreditorSecond-Lien Secured Party. (ive) Upon the Discharge of First Priority the First-Lien Obligations, the First Priority First-Lien Agent shall deliver the remaining Pledged Collateral (if any) (or proceeds thereof) together with any necessary endorsements, first, to the Second Priority Agent to the extent Second Priority Second-Lien Agent, if any Second-Lien Obligations remain outstanding, and second, to the Borrowers to Borrower or the extent relevant Grantor if no First Priority First-Lien Obligations or Second Priority Obligations remain outstanding (in each case, so as to allow such Person to obtain possession or control of such Pledged Collateral); provided that, in each case, the First Priority Agent shall be entitled to rely on certifications from the Second Priority Agent or the Borrowers, as the case may be, as to whether any Second Priority Second-Lien Obligations remain outstanding. The First Priority Agent further agrees , subject to take all other action reasonably requested compliance with any order by the Second Priority Agent in connection with the Second Priority Agent obtaining a first priority interest in the Collateral or as a court of competent jurisdiction may otherwise direct. (v) Subject to the terms of this Agreement, so long as the Discharge of First Priority Obligations has not occurred, the First Priority Agent shall be entitled to deal with the Pledged Collateral or Collateral within its “control” in accordance with the terms of this Agreement and other First Priority Collateral Documents as if the Liens of the Second Priority Agent or Second Priority Creditors did not existcontrary.

Bailee for Perfection. Until the Discharge of First Priority Obligations has occurred: (ia) The First Priority Agent as First-Lien Collateral Agent agrees to hold that part of acquire, and hereby acknowledges it holds, the Pledged Collateral that is or other Collateral in its possession or control (or in the possession or control of its agents or bailees) on behalf of itself and the Second-Lien Collateral Agent (it being understood that with respect to the extent that possession Second-Lien Collateral Agent, it holds solely the Pledged Collateral or control thereof is taken to perfect a Lien thereon under the UCCother Collateral constituting Shared Collateral) and, includingin each case, but not limited to, the Earnings Accounts (such Collateral being the “Pledged Collateral”) as agent for the First Priority Creditors and as bailee for the Second Priority Agent (such bailment being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2), 9-106(a) and 9-313(c) of the UCC) and any assignee solely for the purpose of perfecting the security interest granted under the First Priority Loan First-Lien Credit Documents and the Second Priority Loan Second-Lien Notes Documents, respectively, subject to the terms and conditions of this Section 5.55.6. (iib) Until the Discharge of First-Lien Obligations has occurred, the First-Lien Collateral Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the First-Lien Credit Documents as if the Liens of the Second-Lien Collateral Agent under the Second-Lien Security Documents did not exist. The rights of the Second-Lien Collateral Agent shall at all times be subject to the terms of this Agreement and to the First-Lien Collateral Agent’s rights under the First-Lien Credit Documents. (c) The First Priority Agent as First-Lien Collateral Agent shall have no obligation whatsoever to the First Priority Creditors, First-Lien Creditors and the Second Priority Agent, Second-Lien Collateral Agent or any Second Priority Creditor, Second-Lien Creditor to ensure assure that the Pledged Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section 5.55.6. The duties or responsibilities of the First Priority First-Lien Collateral Agent under this Section 5.5 5.6 shall be limited solely to holding the Pledged Collateral as bailee in accordance with this Section 5.5 and delivering the Pledged Collateral upon a Discharge of First Priority Obligations as provided in paragraph (iv) below5.6. (iiid) The First Priority Agent First-Lien Collateral Agent, acting pursuant to this Section 5.5 5.6, shall not have by reason of any Collateral Documentthe First-Lien Security Documents, the Second-Lien Security Documents, this Agreement or any other document document, a fiduciary relationship in respect of the First Priority First-Lien Creditors, the Second Priority Second-Lien Collateral Agent or any Second Priority other Second-Lien Creditor. (ive) Upon the Discharge of First Priority First-Lien Obligations, the First Priority First-Lien Collateral Agent shall deliver the remaining Pledged Collateral (if any) (or proceeds thereof) together with any necessary endorsements, first, to the Second Priority Second-Lien Collateral Agent (solely to the extent Second Priority such Pledged Collateral constitutes Shared Collateral), if any Second-Lien Obligations remain outstanding, and second, to the Borrowers to Borrower or the extent relevant Grantor if no First Priority First-Lien Obligations or Second Priority Second-Lien Obligations remain outstanding (in each case, so as to allow such Person to obtain possession or control of such Pledged Collateral); provided that, in each case, the First Priority Agent shall be entitled to rely on certifications from the Second Priority Agent or the Borrowers, as the case may be, as to whether any Second Priority Obligations remain outstanding. The First Priority First-Lien Collateral Agent further agrees to take all other action reasonably requested by the Second Priority Agent such Person in connection with the Second Priority Agent such Person’s obtaining a first first-priority interest in the Pledged Collateral or as a court of competent jurisdiction may otherwise direct. (v) Subject to the terms of this Agreement, so long as the Discharge of First Priority Obligations has not occurred, the First Priority Agent shall be entitled to deal with the Pledged Collateral or Collateral within its “control” in accordance with the terms of this Agreement and other First Priority Collateral Documents as if the Liens of the Second Priority Agent or Second Priority Creditors did not exist.

Bailee for Perfection. Until a. The Senior Agent and the Discharge of First Priority Obligations has occurred: (i) The First Priority Agent as Noteholder Collateral Agent agrees each agree to hold or control that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees) ), to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC, includingPPSA, but not limited to, the Earnings Accounts or other applicable law (such Collateral being referred to as the “Pledged Collateral”) ), as bailee and as a non-fiduciary agent for the First Priority Creditors Noteholder Collateral Agent and the Senior Agent, as bailee for the Second Priority Agent applicable (such bailment and agency being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2), 9-106(a) 313(c), 9-104, 9-105, 9-106, and 9-313(c) 107 of the UCC) and any assignee ), solely for the purpose of perfecting the security interest Lien granted under the First Priority Loan Indenture Documents and or the Second Priority Senior Loan Documents, respectivelyas applicable, subject to the terms and conditions of this Section 5.58. Until the Discharge of Senior Indebtedness shall have occurred, the Noteholder Collateral Agent agrees to promptly notify the Senior Agent of any Pledged Collateral held by it or by any Noteholder of which the Noteholder Collateral Agent has actual knowledge, and, immediately upon the request of the Senior Agent at any time prior to the Discharge of Senior Indebtedness, the Noteholder Collateral Agent agrees to deliver to the Senior Agent any such Pledged Collateral held by it or by any Noteholder, together with any necessary endorsements (or otherwise allow the Senior Agent to obtain control of such Pledged Collateral). (ii) b. The First Priority Agent as Collateral Senior Agent shall have no obligation whatsoever to the First Priority Creditors, the Second Priority Agent, Noteholder Collateral Agent or any Second Priority Creditor, Noteholder to ensure that the Pledged Collateral is genuine or owned by any of the Grantors Obligors or to preserve rights or benefits of any Person person except as expressly set forth in this Section 5.58. The duties or responsibilities of the First Priority Senior Agent under this Section 5.5 8 shall be limited solely to holding or controlling the Pledged Collateral as bailee and agent in accordance with this Section 5.5 8 and delivering the Pledged Collateral upon a Discharge of First Priority Obligations Senior Indebtedness as provided in paragraph (iv) belowthis Section 8. The Noteholder Collateral Agent shall have no obligation whatsoever to the Senior Agent or any Senior Lender to ensure that the Pledged Collateral is genuine or owned by any of the Obligors or to preserve rights or benefits of any person except as expressly set forth in this Section 8. The duties or responsibilities of the Noteholder Collateral Agent under this Section 8 shall be limited solely to holding or controlling the Pledged Collateral as bailee and agent in accordance with this Section 8. (iii) c. The First Priority Senior Agent acting pursuant to this Section 5.5 8 shall not have by reason of any Collateral Documentthe Senior Loan Documents, the Indenture Documents, or this Agreement or any other document a fiduciary relationship in respect of the First Priority Creditors, the Second Priority Noteholder Collateral Agent or any Second Priority CreditorNoteholder. The Noteholder Collateral Agent acting pursuant to this Section 8 shall not have by reason of the Senior Loan Documents, the Indenture Documents, or this Agreement a fiduciary relationship in respect of the Senior Agent or any Senior Lender. (iv) d. Upon the Discharge of First Priority ObligationsSenior Indebtedness, the First Priority Senior Agent shall deliver the remaining Pledged Collateral (if any) together with any necessary endorsements, first, to the Second Priority Noteholder Collateral Agent to the extent Second Priority any Notes Obligations remain outstanding as confirmed in writing by the Noteholder Collateral Agent, and, to the extent that the Noteholder Collateral Agent confirms no Notes Obligations remain outstanding, and second, to the Borrowers to the extent no First Priority Obligations or Second Priority Obligations remain outstanding Obligors (in each case, so as to allow such Person person to obtain possession or control of such Pledged Collateral); provided that, in each case, the First Priority Agent shall be entitled to rely on certifications from the Second Priority Agent or the Borrowers, as the case may be, as to whether any Second Priority Obligations remain outstanding. The First Priority Agent further agrees to take all other action reasonably requested by the Second Priority Agent in connection with the Second Priority Agent obtaining a first priority interest in the Collateral or as a court of competent jurisdiction may otherwise direct. (v) Subject to the terms of this Agreement, so long as the Discharge of First Priority Obligations has not occurred, the First Priority Agent shall be entitled to deal with the Pledged Collateral or Collateral within its “control” in accordance with the terms of this Agreement and other First Priority Collateral Documents as if the Liens of the Second Priority Agent or Second Priority Creditors did not exist.

Bailee for Perfection. Until the Discharge of First Priority Obligations has occurred: (ia) The First Priority Agent as Collateral Agent Representative agrees to hold that part of the Common Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC, including, but not limited to, the Earnings Accounts (such Collateral being the “Pledged Collateral”) Uniform Commercial Code or other applicable law as collateral agent for the First Priority Creditors Secured Parties and as bailee for the Second Priority Agent Representative (such bailment being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2), 9-106(a) and 9-313(c) of the UCCUniform Commercial Code) and any assignee solely for the purpose of perfecting the security interest granted under the First Priority Loan Documents and the Second Priority Loan Documents, respectively, subject to the terms and conditions of this Section 5.52.06. Solely with respect to any deposit accounts under the control (within the meaning of Section 9-104 of the UCC) of the First Priority Representative, the First Priority Representative agrees to also hold control over such deposit accounts as agent for the Second Priority Representative. (iib) The First Priority Agent as Collateral Agent Representative shall have no obligation whatsoever to the First Priority CreditorsSecured Parties, the Second Priority Agent, Representative or any Second Priority Creditor, Secured Party to ensure that the Pledged Common Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section 5.52.06. The duties or responsibilities of the First Priority Agent Representative under this Section 5.5 2.06 shall be limited solely to holding the Pledged Common Collateral as agent and bailee in accordance with this Section 5.5 2.06 and delivering the Pledged Common Collateral upon a Discharge discharge of First Priority Obligations as provided in paragraph (ivd) below. (iiic) The First Priority Agent Representative acting pursuant to this Section 5.5 2.06 shall not have by reason of any Collateral Documentthe First Priority Security Documents, the Second Priority Security Documents, this Agreement or any other document a fiduciary relationship in respect of the First Priority CreditorsSecured Parties, the Second Priority Agent Representative or any Second Priority CreditorSecured Party. (ivd) Upon the Discharge discharge of First Priority ObligationsObligations under the First Priority Documents to which the First Priority Representative is a party, the First Priority Agent Representative shall deliver promptly deliver, at Borrower’s sole reasonable cost and expense, the remaining Pledged Common Collateral (if any) in its possession or control together with any necessary endorsements, first, to the Second Priority Agent Representative to the extent Second Priority Obligations remain outstanding, and second, to the Borrowers Borrower to the extent no First Priority Obligations or Second Priority Obligations remain outstanding (in each case, so as to allow such Person to obtain possession or control of such Pledged Common Collateral); provided that, in each case. Upon such discharge of First Priority Obligations, the First Priority Agent shall be entitled to rely on certifications from the Second Priority Agent or the Borrowers, as the case may be, as to whether any Second Priority Obligations remain outstanding. The First Priority Agent Representative further agrees to take all other action reasonably requested by the Second Priority Agent Representative in connection with the Second Priority Agent Representative obtaining a first priority interest in the Common Collateral or as a court of competent jurisdiction may otherwise direct. (v) Subject to the terms of this Agreement, so long as the Discharge of First Priority Obligations has not occurred, the First Priority Agent shall be entitled to deal with the Pledged Collateral or Collateral within its “control” in accordance with the terms of this Agreement and other First Priority Collateral Documents as if the Liens of the Second Priority Agent or Second Priority Creditors did not exist.

Bailee for Perfection. Until the Discharge of First Priority Obligations has occurred: (ia) The First Priority Senior Agent as Collateral Agent agrees and the Subordinated Creditor each agree to hold or control that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees) ), to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC, including, but not limited to, the Earnings Accounts other applicable law or foreign law equivalent (such Collateral being referred to as the “Pledged Collateral”) ), as bailee and as a non-fiduciary agent for the First Priority Creditors and Subordinated Creditor or the Senior Agent, as bailee for the Second Priority Agent applicable (such bailment and agency being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3301(a)(2), 8-301(a)(29- 313(c), 9-106(a) 104, 9-105, 9-106, and 9-313(c) 107 of the UCC) and UCC or any assignee foreign law equivalent), solely for the purpose of perfecting the security interest granted on the Collateral under the First Priority Loan Subordinated Debt Documents and or the Second Priority Loan Senior Debt Documents, respectivelyas applicable, subject to the terms and conditions of this Section 5.55. Unless and until the Senior Debt has been Paid in Full, Subordinated Creditor agrees to promptly notify the Senior Agent of any Pledged Collateral held by it or by Subordinated Creditor, and, promptly upon the request of the Senior Agent, Subordinated Creditor agrees to deliver to the Senior Agent any such Pledged Collateral held by it, together with any necessary endorsements (or otherwise allow the Senior Agent to obtain control of such Pledged Collateral), with such cost and expense incurred in connection therewith shall be added to the Subordinated Debt. (iib) The First Priority Agent as Collateral Senior Agent shall have no obligation whatsoever to the First Priority Creditors, the Second Priority Agent, or any Second Priority Creditor, Subordinated Creditor to ensure that the Pledged Collateral is genuine or owned by any of the Grantors Obligor or to preserve rights or benefits of any Person except as expressly set forth in this Section 5.55. The duties or responsibilities of the First Priority Senior Agent under this Section 5.5 5 shall be limited solely to holding or controlling the Pledged Collateral as bailee and agent in accordance with this Section 5.5 5 and delivering the Pledged Collateral upon a Discharge the Payment in Full of First Priority Obligations the Senior Debt as provided in paragraph clause (ivd) belowof this Section 5. (iiic) The First Priority Senior Agent acting pursuant to this Section 5.5 5 shall not have by reason of any Collateral Documentthe Senior Debt Documents, the Subordinated Debt Documents, or this Agreement a fiduciary relationship in respect of any Subordinated Creditor. The Subordinated Creditor acting pursuant to this Section 5 shall not have by reason of the Senior Debt Documents, the Subordinated Debt Documents, or any other document this Agreement a fiduciary relationship in respect of the First Priority Creditors, the Second Priority Senior Agent or any Second Priority Senior Creditor. (ivd) Upon the Discharge Payment in Full of First Priority Obligationsthe Senior Debt, the First Priority Senior Agent shall deliver the remaining Pledged Collateral (if any) together with any necessary endorsements, first, to the Second Priority Agent Subordinated Creditor to the extent Second Priority Obligations remain the Subordinated Debt remains outstanding as confirmed in writing by the Subordinated Creditor, and, to the extent that the Subordinated Creditor confirms no Subordinated Debt is outstanding, and second, to the Borrowers Obligors to the extent no First Priority Obligations or Second Priority Obligations remain Senior Debt and no Subordinated Debt remains outstanding (in each case, so as to allow such Person to obtain possession or control of such Pledged Collateral); provided that. (e) Upon the Payment in Full of the Senior Debt, the Senior Agent shall deliver change notices (or similar documents) necessary to transfer control of deposit accounts from the Senior Agent, first, to the Subordinated Creditor to the extent the Subordinated Debt remains outstanding as confirmed in writing by the Subordinated Creditor, and, to the extent that the Subordinated Creditor confirm no Subordinated Debt is outstanding, second, to the Obligors to the extent no Senior Debt or the Subordinated Debt remains outstanding (in each case, so as to allow such Person to obtain control of such deposit accounts). Except as expressly set forth in the First Priority foregoing sentence and notwithstanding anything to the contrary contained in this Section 5, the Senior Agent shall be entitled have no obligation to rely on certifications from (i) assign any deposit account control agreement with a third party to the Second Priority Agent or Subordinated Creditor to the Borrowers, as the case may be, as to whether any Second Priority Obligations remain outstanding. The First Priority Agent further agrees to take all other action reasonably requested by the Second Priority Agent in connection with the Second Priority Agent obtaining a first priority interest in the Collateral or as a court of competent jurisdiction may otherwise direct. (v) Subject to extent that the terms of this Agreement, such deposit account control agreement prohibit any such assignment or otherwise require the consent of such third party that is not granted or (ii) take any action to assist the Subordinated Creditor with respect to the replacement of any such deposit account control agreement that cannot be so long as the Discharge of First Priority Obligations has not occurred, the First Priority Agent shall be entitled to deal with the Pledged Collateral or Collateral within its “control” in accordance with the terms of this Agreement and other First Priority Collateral Documents as if the Liens of the Second Priority Agent or Second Priority Creditors did not existassigned.

Bailee for Perfection. Until the Discharge of First Priority Obligations has occurred: (ia) The First Priority Agent as Collateral Credit Agent agrees to hold the Pledged Collateral that is part of the Common Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC, including, but not limited to, the Earnings Accounts (such Collateral being the “Pledged Collateral”) as agent for the First Priority Creditors and as bailee for the applicable Second Priority Agent (such bailment being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2), 9-106(a) and 9-313(c) of the UCC) Agents and any assignee solely for the purpose of perfecting the security interest granted under the First Priority Loan Documents and in such Pledged Collateral pursuant to the Second Priority Loan Security Documents, respectively, subject to the terms and conditions of this Section 5.5. (iib) Until the Discharge of First Priority Claims has occurred, the Credit Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the First Priority Documents as if the Liens of the Second Priority Agents under the Second Priority Collateral Documents did not exist. The rights of the Second Priority Agents shall at all times be subject to the terms of this Agreement and to the Credit Agent's rights under the First Priority Documents. (c) The First Priority Agent as Collateral Credit Agent shall have no obligation whatsoever to the First Priority Creditors, the Second Priority Agent, Agents or any Second Priority Creditor, Lender to ensure assure that the Pledged Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section 5.5. The duties or responsibilities of the First Priority Credit Agent under this Section 5.5 shall be limited solely to holding the Pledged Collateral as bailee in accordance with this Section 5.5 and delivering for the Pledged Collateral upon a Discharge applicable Second Priority Agents for purposes of First perfecting the Lien held by such Second Priority Obligations as provided in paragraph (iv) belowAgents. (iiid) The First Priority Credit Agent acting pursuant to this Section 5.5 shall not have by reason of any the Second Priority Collateral Document, Documents or this Agreement or any other document a fiduciary relationship in respect of the First Priority Creditors, the any Second Priority Agent or any Second Priority CreditorLender. (ive) Upon the Discharge of First Priority ObligationsClaims, the First Priority Credit Agent shall deliver to the Designated Second Priority Agent (or to the Company if there is no Designated Second Priority Agent at the time) the remaining Pledged Collateral (if any) together with any necessary endorsementsendorsements (or otherwise allow the Designated Second Priority Agent, firstif applicable, to the Second Priority Agent to the extent Second Priority Obligations remain outstanding, and second, to the Borrowers to the extent no First Priority Obligations or Second Priority Obligations remain outstanding (in each case, so as to allow such Person to obtain possession or control of such Pledged Collateral); provided that, in each case, the First Priority Agent shall be entitled to rely on certifications from the Second Priority Agent or the Borrowers, as the case may be, as to whether any Second Priority Obligations remain outstanding. The First Priority Agent further agrees to take all other action reasonably requested by the Second Priority Agent in connection with the Second Priority Agent obtaining a first priority interest in the Collateral ) or as a court of competent jurisdiction may otherwise direct. (v) Subject to the terms of this Agreement, so long as the Discharge of First Priority Obligations has not occurred, the First Priority Agent shall be entitled to deal with the Pledged Collateral or Collateral within its “control” in accordance with the terms of this Agreement and other First Priority Collateral Documents as if the Liens of the Second Priority Agent or Second Priority Creditors did not exist.

Bailee for Perfection. Until the Discharge of First Priority Obligations has occurred: (ia) The First Priority Agent as Revolving Collateral Agent agrees and the Term Collateral Agent each agree to hold or control that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC, including, but not limited to, the Earnings Accounts (such Collateral, which may include Collateral subject to deposit account control agreements or security account control agreements, being referred to as the “Pledged Collateral”) ), as gratuitous bailee for the benefit of and on behalf of and as a non-fiduciary agent for the First Priority Creditors and Term Collateral Agent or the Revolving Collateral Agent, as bailee for the Second Priority Agent applicable (such bailment and agency being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2), 9-106(a) 313(c), 9-104, 9-105, 9-106, and 9-313(c) 107 of the UCC) and any assignee ), solely for the purpose of perfecting the security interest granted under the First Priority Loan Term Documents and or the Second Priority Revolving Loan Documents, respectivelyas applicable, subject to the terms and conditions of this Section 5.55.4. The Term Collateral Agent and the other Term Claimholders hereby appoint the Revolving Collateral Agent as their gratuitous bailee (for the benefit of and on behalf of the Term Claimholders) and non-fiduciary agent for the purposes of perfecting their security interest in all Pledged Collateral in which the Revolving Collateral Agent has a perfected security interest under the UCC. The Revolving Collateral Agent and the other Revolving Claimholders hereby appoint the Term Collateral Agent as their gratuitous bailee (for the benefit of and on behalf of the Revolving Claimholders) and non-fiduciary agent for the purposes of perfecting their security interest in all Pledged Collateral in which the Term Collateral Agent has a perfected security interest under the UCC. Each of the Revolving Collateral Agent and the Term Collateral Agent hereby accept such appointments pursuant to this Section 5.4(a) and acknowledges and agrees that it shall act for the benefit of and on behalf of the Claimholders of the other Class with respect to any Pledged Collateral and that any proceeds received by the Revolving Collateral Agent or the Term Collateral Agent, as the case may be, under any Pledged Collateral shall be applied in accordance with Section 4. Unless and until the Discharge of Revolving Obligations has occurred, the Term Collateral Agent agrees to promptly notify the Revolving Collateral Agent of any Pledged Collateral constituting Revolving Priority Collateral held or controlled by it (or its agents or bailees, other than the Revolving Collateral Agent) or actually known by a Responsible Officer (as defined in the Term Credit Agreement) of the Term Collateral Agent to be held or controlled by any other Term Claimholders, and at any time prior to the Discharge of Revolving Obligations, the Term Collateral Agent and each other Term Claimholder agrees to deliver to the Revolving Collateral Agent any such Pledged Collateral held by it, together with any necessary endorsements (or otherwise allow the Revolving Collateral Agent to obtain control of such Pledged Collateral). Unless and until the Discharge of Term Obligations has occurred, the Revolving Collateral Agent agrees to promptly notify the Term Collateral Agent in writing of any Pledged Collateral constituting Term Priority Collateral held or controlled by it (or its agents or bailees, other than the Term Collateral Agent) or actually known by it to be held by any other Revolving Claimholders, and at any time prior to the Discharge of Term Obligations, the Revolving Collateral Agent and each other Revolving Claimholder agrees to deliver to the Term Collateral Agent any such Pledged Collateral held by it, together with any necessary endorsements (or otherwise allow the Term Collateral Agent to obtain control of such Pledged Collateral). (iib) Subject to the terms of this Agreement, until the Discharge of Revolving Obligations has occurred, the Revolving Collateral Agent shall be entitled to deal with the Revolving Priority Collateral in accordance with the terms of the Revolving Loan Documents as if the Liens of the Term Collateral Agent under the Term Documents thereon did not exist and, other than as is necessary to ensure the validity of its Liens and security interests and, without prejudice to the rights of the Term Collateral Agent under Sections 3.1 and 3.4, the Term Collateral Agent will not deliver or require any Term Grantor to deliver any notice or direction to any third party (including, without limitation, any bank, insurance company or contract counterparty) or seek to enter into any direct agreement with any such third party to the extent that such third party’s involvement relates to any Revolving Priority Collateral. The rights of the Term Collateral Agent in respect of any Revolving Priority Collateral shall at all times be subject to the terms of this Agreement. (c) Subject to the terms of this Agreement, until the Discharge of Term Obligations has occurred, the Term Collateral Agent shall be entitled to deal with the Term Priority Collateral in accordance with the terms of the Term Documents as if the Liens of the Revolving Collateral Agent under the Revolving Loan Documents thereon did not exist and, other than as is necessary to ensure the validity of its Liens and security interests and, without prejudice to the rights of the Revolving Collateral Agent under Sections 3.2 and 3.4, the Revolving Collateral Agent will not deliver or require any Revolving Grantor to deliver any notice or direction to any third party (including, without limitation, any bank, insurance company or contract counterparty) or seek to enter into any direct agreement with any such third party to the extent that such third party’s involvement relates to any Term Priority Collateral. The rights of the Revolving Collateral Agent in respect of any Term Priority Collateral shall at all times be subject to the terms of this Agreement. (d) The First Priority Agent as Revolving Collateral Agent shall have no obligation whatsoever to the First Priority Creditors, the Second Priority Agent, Term Collateral Agent or any Second Priority Creditor, other Term Claimholder to ensure that the Pledged Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section 5.55.4. The Term Collateral Agent shall have no obligation whatsoever to the Revolving Collateral Agent or any other Revolving Claimholder to ensure that the Pledged Collateral is genuine or owned by any of Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section 5.4. The duties or responsibilities of the First Priority Revolving Collateral Agent under this Section 5.5 5.4 shall be limited solely to holding or controlling the Pledged Collateral as bailee and non-fiduciary agent in accordance with this Section 5.5 5.4 and delivering the Pledged Collateral upon a Discharge of First Priority Revolving Obligations as provided in paragraph (ivf) belowof this Section 5.4. The duties or responsibilities of the Term Collateral Agent under this Section 5.4 shall be limited solely to holding or controlling the Pledged Collateral as bailee and non-fiduciary agent in accordance with this Section 5.4 and delivering the Pledged Collateral upon a Discharge of Term Obligations as provided in paragraph (g) of this Section 5.4. (iiie) The First Priority Revolving Collateral Agent acting pursuant to this Section 5.5 5.4 shall not have by reason of any the Revolving Collateral DocumentDocuments, the Term Collateral Documents, this Agreement Agreement, or any other document a fiduciary relationship in respect of the First Priority Creditors, the Second Priority Term Collateral Agent or any Second other Term Claimholder. The Term Collateral Agent acting pursuant to this Section 5.4 shall not have by reason of the Revolving Collateral Documents, the Term Collateral Documents, this Agreement, or any other document a fiduciary relationship in respect of the Revolving Collateral Agent or any other Revolving Claimholder. The Term Collateral Agent, for itself and on behalf of the Term Claimholders, hereby waives and releases the Revolving Collateral Agent from all claims and liabilities arising pursuant to the Revolving Collateral Agent’s roles under this Section 5.4 as gratuitous bailee and non-fiduciary agent with respect to the Revolving Priority CreditorCollateral that is Pledged Collateral. The Revolving Collateral Agent, for itself and on behalf of the Revolving Claimholders, hereby waives and releases the Term Collateral Agent from all claims and liabilities arising pursuant to the Term Collateral Agent’s roles under this Section 5.4 as gratuitous bailee and non-fiduciary agent with respect to the Term Priority Collateral that is Pledged Collateral. (ivf) Upon the Discharge of First Priority Revolving Obligations, the First Priority Revolving Collateral Agent (i) shall deliver or cause to be delivered the remaining Pledged Collateral (if any) in its possession or in the possession of its agents or bailees (other than the Term Collateral Agent), together with any necessary endorsements, first, to the Second Priority Term Collateral Agent to the extent Second Priority Term Obligations remain outstanding as confirmed in writing by the Term Collateral Agent acting in accordance with the Term Documents, and, to the extent that the Term Collateral Agent confirms no Term Obligations are outstanding, and second, to the Borrowers applicable Grantor to the extent no First Priority Revolving Obligations or Second Priority Term Obligations that are secured by such Pledged Collateral remain outstanding (in each case, so as to allow such Person to obtain possession or control of such Pledged Collateral); provided that, in each case, ) or as a court of competent jurisdiction may otherwise direct and (ii) will cooperate with the First Priority Term Collateral Agent shall be entitled to rely on certifications from the Second Priority Agent or the Borrowersand such Grantor, as the case may be, as in assigning (without recourse to whether or warranty by the Revolving Collateral Agent or any Second other Revolving Claimholder or agent or bailee thereof) control over any other Revolving Priority Obligations remain outstandingCollateral under its control. The First Priority At such time, the Revolving Collateral Agent further agrees to take all other action reasonably requested in writing by the Second Priority Term Collateral Agent in connection with at the Second Priority sole cost and expense of the Grantors (including amending any outstanding control agreements) to enable the Term Collateral Agent obtaining to obtain a first priority security interest in the Collateral. (g) Upon the Discharge of Term Obligations, the Term Collateral Agent (i) shall deliver the remaining Pledged Collateral (if any) in its possession or in the possession of its agents or bailees (other than the Revolving Collateral Agent) together with any necessary endorsements, first, to the Revolving Collateral Agent to the extent the Revolving Obligations remain outstanding as confirmed in writing by the Revolving Collateral Agent acting in accordance with the Revolving Loan Documents, and, to the extent that the Revolving Collateral Agent confirms no Revolving Obligations are outstanding, second, to the applicable Grantor to the extent no Revolving Obligations or Term Obligations that are secured by such Pledged Collateral remain outstanding (in each case, so as to allow such Person to obtain possession or control of such Pledged Collateral) or as a court of competent jurisdiction may might otherwise direct. direct and (vii) Subject to will cooperate with the terms of this AgreementRevolving Collateral Agent and such Grantor, so long as the Discharge of First case may be, in assigning (without recourse to or warranty by the Term Collateral Agent or any other Term Claimholder or agent or bailee thereof) control over any other Term Priority Obligations has not occurredCollateral under its control. At such time, the First Priority Term Collateral Agent shall be entitled further agrees to deal with take all other action reasonably requested in writing by the Pledged Revolving Collateral or Collateral within its “control” in accordance with Agent at the terms of this Agreement sole cost and other First Priority Collateral Documents as if the Liens expense of the Second Priority Issuers (including amending any outstanding control agreements) to enable the Revolving Collateral Agent or Second Priority Creditors did not existto obtain a first priority security interest in the Collateral.

Bailee for Perfection. Until the Discharge of First Priority Obligations has occurred: (ia) The First Priority Agent as U.S. First-Lien Collateral Agent agrees to hold that part of acquire and acknowledges it holds the Pledged Collateral that is or other Collateral in its possession or control (or in the possession or control of its agents or bailees) to on behalf of itself and the extent that possession or control thereof is taken to perfect a Second-Lien thereon under the UCC, including, but not limited to, the Earnings Accounts (such Collateral being the “Pledged Collateral”) as agent for the First Priority Creditors and as bailee for the Second Priority Agent (such bailment being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2), 9-106(a) and 9-313(c) of the UCC) and any assignee solely for the purpose of perfecting the security interest granted under the First Priority First-Lien Loan Documents and the Second Priority Second-Lien Loan Documents, respectively, subject to the terms and conditions of this Section 5.5. (iib) Until the Discharge of First-Lien Obligations has occurred, the U.S. First-Lien Collateral Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the First-Lien Loan Documents as if the Liens of the Second-Lien Collateral Agent under the Second-Lien Security Documents did not exist. The rights of the Second-Lien Collateral Agent shall at all times be subject to the terms of this Agreement and to the U.S. First-Lien Collateral Agent’s rights under the First-Lien Loan Documents. (c) The First Priority Agent as U.S. First-Lien Collateral Agent shall have no obligation whatsoever to the First Priority Creditors, First-Lien Creditors and the Second Priority Agent, Second-Lien Collateral Agent or any Second Priority Creditor, Second-Lien Creditor to ensure assure that the Pledged Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section 5.5. The duties or responsibilities of the First Priority U.S. First-Lien Collateral Agent under this Section 5.5 shall be limited solely to holding the Pledged Collateral as bailee in accordance with this Section 5.5 and delivering the Pledged Collateral upon a Discharge of First Priority Obligations as provided in paragraph (iv) below5.5. (iiid) The First Priority U.S. First-Lien Collateral Agent acting pursuant to this Section 5.5 shall not have by reason of any Collateral Documentthe First-Lien Security Documents, the Second-Lien Security Documents, this Agreement or any other document a fiduciary relationship in respect of the First Priority First-Lien Creditors, the Second Priority Second-Lien Collateral Agent or any Second Priority other Second-Lien Creditor. (iv) Upon the Discharge of First Priority Obligations, the First Priority Agent shall deliver the remaining Pledged Collateral (if any) together with any necessary endorsements, first, to the Second Priority Agent to the extent Second Priority Obligations remain outstanding, and second, to the Borrowers to the extent no First Priority Obligations or Second Priority Obligations remain outstanding (in each case, so as to allow such Person to obtain possession or control of such Pledged Collateral); provided that, in each case, the First Priority Agent shall be entitled to rely on certifications from the Second Priority Agent or the Borrowers, as the case may be, as to whether any Second Priority Obligations remain outstanding. The First Priority Agent further agrees to take all other action reasonably requested by the Second Priority Agent in connection with the Second Priority Agent obtaining a first priority interest in the Collateral or as a court of competent jurisdiction may otherwise direct. (v) Subject to the terms of this Agreement, so long as the Discharge of First Priority Obligations has not occurred, the First Priority Agent shall be entitled to deal with the Pledged Collateral or Collateral within its “control” in accordance with the terms of this Agreement and other First Priority Collateral Documents as if the Liens of the Second Priority Agent or Second Priority Creditors did not exist.

Bailee for Perfection. Until the Discharge of First Priority Obligations has occurred: (i) The First Priority Agent as ABL Collateral Agent agrees to hold that part of the ABL Priority Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC, including, but not limited to, the Earnings Accounts UCC (such ABL Priority Collateral being the “Pledged ABL Priority Collateral”) as collateral agent for the First Priority Creditors ABL Secured Parties and as bailee for and, with respect to any collateral that cannot be perfected in such manner, as agent for, the Second Priority Term Collateral Agent (such bailment being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2), 9-106(a) and 9-313(c) on behalf of the UCCTerm Secured Parties) and any assignee thereof solely for the purpose of perfecting the security interest granted under the First Priority Loan ABL Credit Documents and the Second Priority Loan Term Documents, respectively, subject to the terms and conditions of this Section 5.53.4(e). (ii) Subject to the terms of this Agreement, until the Discharge of ABL Obligations has occurred, the ABL Collateral Agent shall be entitled to deal with the Pledged ABL Priority Collateral in accordance with the terms of the ABL Documents as if the Liens of the Term Collateral Agent under the Term Security Documents did not exist. The First Priority rights of the Term Collateral Agent as shall at all times be subject to the terms of this Agreement and to the ABL Collateral Agent’s rights under the ABL Documents. (iii) The ABL Collateral Agent shall have no obligation whatsoever to the First Priority Creditorsany ABL Secured Party, the Second Priority Agent, Term Collateral Agent or any Second Priority Creditor, Term Secured Party to ensure that the Pledged ABL Priority Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section 5.53.4(e). The duties or responsibilities of the First Priority ABL Collateral Agent under this Section 5.5 3.4(e) shall be limited solely to holding the Pledged ABL Priority Collateral as bailee or agent in accordance with this Section 5.5 and delivering the Pledged Collateral upon a Discharge of First Priority Obligations as provided in paragraph 3.4(e). (iv) below. (iii) The First Priority ABL Collateral Agent acting pursuant to this Section 5.5 3.4(e) shall not have by reason of any Collateral Documentthe ABL Security Documents, the Term Security Documents, this Agreement or any other document a fiduciary relationship in respect of the First Priority Creditorsany ABL Secured Party, the Second Priority Term Collateral Agent or any Second Priority CreditorTerm Secured Party. (ivv) Upon the Discharge of First Priority Obligationsthe ABL Obligations under the ABL Documents to which the ABL Collateral Agent is a party, the First Priority ABL Collateral Agent shall deliver or cause to be delivered the remaining Pledged ABL Priority Collateral (if any) in its possession or in possession of its agents or bailees, together with any necessary endorsements, first, to the Second Priority Term Collateral Agent to the extent Second Priority Term Obligations remain outstanding, and second, to the Borrowers applicable Grantor to the extent no First Priority ABL Obligations or Second Priority Term Obligations remain outstanding (in each case, so as to allow such Person to obtain possession or control of such Pledged ABL Priority Collateral); provided that, ) and will cooperate with the Term Collateral Agent in each case, assigning (without recourse to or warranty by the First Priority Agent shall be entitled to rely on certifications from the Second Priority ABL Collateral Agent or the Borrowers, as the case may be, as to whether any Second ABL Secured Party or agent or bailee thereof) control over any other Pledged ABL Priority Obligations remain outstandingCollateral under its control. The First Priority ABL Collateral Agent further agrees to take all other action reasonably requested by the Second Priority Agent such Person in connection with the Second Priority Agent such Person obtaining a first priority interest in the Pledged ABL Priority Collateral or as a court of competent jurisdiction may otherwise direct. (vvi) Subject Notwithstanding anything to the terms of this Agreementcontrary herein, so long as if, for any reason, any Term Obligations remain outstanding upon the Discharge of the ABL Obligations, all rights of the ABL Collateral Agent hereunder and under the Term Security Documents or the ABL Security Documents (1) with respect to the delivery and control of any part of the ABL Priority Collateral, and (2) to direct, instruct, vote upon or otherwise influence the maintenance or disposition of such ABL Priority Collateral, shall immediately, and (to the extent permitted by law) without further action on the part of either of the Term Collateral Agent or the ABL Collateral Agent, pass to the Term Collateral Agent, who shall thereafter hold such rights for the benefit of the Term Secured Parties. Each of the ABL Collateral Agent and the Grantors agrees that it will, if any Term Obligations remain outstanding upon the Discharge of the ABL Obligations, take any other action required by any law or reasonably requested by the Term Collateral Agent, in connection with the Term Collateral Agent’s establishment and perfection of a First Priority Obligations has not occurredsecurity interest in the ABL Priority Collateral. (vii) Notwithstanding anything to the contrary contained herein, if for any reason, prior to the Discharge of the Term Obligations, the First ABL Collateral Agent acquires possession of any Pledged Term Priority Collateral, the ABL Collateral Agent shall hold same bailee and/or agent to the same extent as is provided in preceding clause (i) with respect to Pledged ABL Priority Collateral, provided that as soon as is practicable the ABL Collateral Agent shall deliver or cause to be entitled delivered such Pledged Term Priority Collateral to deal the Term Collateral Agent in a manner otherwise consistent with the Pledged Collateral or Collateral within its “control” in accordance with the terms requirements of this Agreement and other First Priority Collateral Documents as if the Liens of the Second Priority Agent or Second Priority Creditors did not existpreceding clause (v).

Bailee for Perfection. Until the Discharge of First Priority Obligations has occurred: (ia) The First Priority Agent as Revolving Collateral Agent agrees to hold that part of the ABL Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC, including, but not limited to, the Earnings Accounts UCC (such ABL Collateral being the “Pledged Collateral”) ), as collateral agent for the First Priority Creditors Revolving Secured Parties and as bailee for the Second Priority Term Collateral Agent (such bailment being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2), 9-106(a) and 9-313(c) of the UCC) and any assignee ), solely for the purpose of perfecting the security interest granted under the First Priority Loan applicable Revolving Documents and the Second Priority Loan Term Documents, respectively, subject to the terms and conditions of this Section 5.55.4. (iib) The First Priority Agent as Revolving Collateral Agent shall have no obligation whatsoever to the First Priority Creditors, the Second Priority Agent, Term Collateral Agent or any Second Priority Creditor, Term Secured Party to ensure that the Pledged Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section 5.55.4. The duties or responsibilities of the First Priority Revolving Collateral Agent under this Section 5.5 5.4 shall be limited solely to holding the Pledged Collateral as bailee in accordance with this Section 5.5 5.4 and delivering the Pledged Collateral upon a the applicable Discharge of First Priority Revolving Obligations as provided in paragraph (ivd) below. (iiic) The First Priority Revolving Collateral Agent acting pursuant to this Section 5.5 5.4 shall not have by reason of any the Revolving Collateral DocumentDocuments, the Term Collateral Documents, this Agreement or any other document a fiduciary relationship in respect of the First Priority Creditors, the Second Priority Term Collateral Agent or any Second Priority CreditorTerm Secured Party or any liability to the Term Collateral Agent or any Term Secured Party absent gross negligence or willful misconduct on the part of the Revolving Collateral Agent. (ivd) Upon the Discharge of First Priority Revolving Obligations, the First Priority Revolving Collateral Agent shall deliver the remaining Pledged Collateral held or controlled by it (if any) ), together with any necessary endorsements, first, to the Second Priority Term Collateral Agent to the extent Second Priority Term Obligations remain outstanding, and second, to the Borrowers Company to the extent no First Priority Revolving Obligations or Second Priority Term Obligations remain outstanding (in each case, so as to allow such Person to obtain possession or control of such Pledged Collateral); provided that, in each case, the First Priority Agent shall be entitled to rely on certifications from the Second Priority Agent or the Borrowers, as the case may be, as to whether any Second Priority Obligations remain outstanding. The First Priority Revolving Collateral Agent further agrees agrees, upon the Discharge of Revolving Obligations, to take all other action reasonably requested by the Second Priority any Term Collateral Agent in connection with the Second Priority Term Collateral Agent obtaining a first first-priority interest in the such Pledged Collateral or as a court of competent jurisdiction may otherwise direct. (ve) Subject to the terms of this Agreement, so long as the Discharge of First Priority Revolving Obligations has not occurred, the First Priority Revolving Collateral Agent shall be entitled to deal with the Pledged Collateral or ABL Collateral within its “control” in accordance with the terms of this Agreement and other First Priority Collateral Documents as if the Liens of the Second Priority Agent or Second Priority Creditors did not existRevolving Documents.

Bailee for Perfection. Until the Discharge of First Priority Obligations has occurred: (ia) The First Priority Agent as Collateral Agent hereby agrees to hold that part of the Collateral that is in its possession or control (or in the possession or control of any of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon security interest therein under the UCC, including, but not limited to, the Earnings Accounts Uniform Commercial Code (such Collateral being the Collateral, “Pledged Collateral”) ), as collateral agent for the First Priority Creditors Lenders and as bailee (and as agent and/or sub-agent as applicable for perfection) for the Second Priority Agent Subordinated Lender (such bailment or control being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3)106, 8-301(a)(2), 9-106(a) 104, 9-106, and 9-313(c) of the UCCUniform Commercial Code) and any assignee solely for the purpose of perfecting the security interest interests granted under the First Priority Loan Documents and the Second Priority Loan Documents, respectively, respective Creditor Agreements subject to the terms and conditions of this Section 5.53.9. (iib) The First Priority Agent as Collateral Agent shall have no obligation whatsoever to the First Priority Creditors, Lenders or the Second Priority Agent, or any Second Priority Creditor, Subordinated Lender to ensure that the Pledged Collateral is genuine or owned by any of the Grantors Loan Parties or to preserve rights or benefits of any Person except as expressly set forth in this Section 5.53.9. The duties or responsibilities of Agent to the First Priority Agent Subordinated Lender under this Section 5.5 3.9 shall be limited solely to holding the Pledged Collateral as bailee (and as agent and/or sub-agent, as applicable, for perfection) in accordance with this Section 5.5 3.9 and delivering or assigning the Pledged Collateral to it upon a Discharge payment in full in cash of First Priority Obligations as provided all Senior Indebtedness (other than contingent reimbursement and indemnification obligations in paragraph (ivrespect of which no claim for payment has been asserted) belowand the termination of the commitments to advance funds under the Loan Agreement. (iiic) The First Priority Agent acting pursuant to this Section 5.5 3.9 shall not have by reason of any Collateral Documentthe Senior Lending Agreements, the Subordinated Agreements, this Agreement or any other document a fiduciary relationship in respect of the First Priority CreditorsLenders or the Subordinated Lender. Except as provided in Section 3.9(d), the Second Priority this Section 3.9 shall not impose upon Agent or any Second Priority CreditorLender any duty or obligation to take any action or forbear from taking any action that it could otherwise have taken or not taken. (ivd) Upon payment in full in cash of all Senior Indebtedness (other than contingent reimbursement and indemnification obligations in respect of which no claim for payment has been asserted) and the Discharge termination of First Priority Obligationsthe commitments to advance funds under the Loan Agreement, the First Priority Agent shall deliver or assign the remaining Pledged Collateral (if any) together with any necessary endorsements, first, endorsements to the Second Priority Agent to the extent Second Priority Obligations remain outstanding, and second, to the Borrowers to the extent no First Priority Obligations or Second Priority Obligations remain Subordinated Lender if Subordinated Indebtedness remains outstanding (in each case, so as to allow such Person the Subordinated Lender to obtain possession or control of such Pledged Collateral); provided that, in each case, the First Priority . Agent shall be entitled to rely on certifications from the Second Priority Agent or the Borrowers, as the case may be, as to whether any Second Priority Obligations remain outstanding. The First Priority Agent further agrees to take all other action actions reasonably requested by the Second Priority Agent Subordinated Lender in connection with the Second Priority Agent Subordinated Lender obtaining a first first-priority security interest (subject only to security interests permitted under the Subordinated Agreements) in the Collateral or as a court of competent jurisdiction may otherwise direct, all at the expense of Subordinated Lender. (v) Subject to the terms of this Agreement, so long as the Discharge of First Priority Obligations has not occurred, the First Priority Agent shall be entitled to deal with the Pledged Collateral or Collateral within its “control” in accordance with the terms of this Agreement and other First Priority Collateral Documents as if the Liens of the Second Priority Agent or Second Priority Creditors did not exist.

Bailee for Perfection. Until the Discharge of (a) First Priority Obligations has occurred: (i) The First Priority Agent as Collateral Agent agrees Lien Creditor and each Second Lien Creditor each agree to hold hold, control or otherwise acquire possession of, that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC, including, but not limited to, the Earnings Accounts UCC or other applicable law (such Collateral being referred to as the “Pledged Collateral”) ), as agent bailee and as a non-fiduciary representative, on behalf of and for the benefit of, each Second Lien Creditor or First Priority Creditors and Lien Creditor, as bailee for the Second Priority Agent applicable (such bailment and agency being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2), 9-106(a) 313(c), 9-104, 9-105, 9-106, and 9-313(c) 107 of the UCC) and any assignee ), solely for the purpose of perfecting the security interest granted under the Second Lien Documents or the First Priority Loan Documents and the Second Priority Loan Lien Documents, respectivelyas applicable, subject to the terms and conditions of this Section 5.55.4. Unless and until the Payment in Full of First Lien Priority Debt, each Second Lien Creditor agrees to promptly notify First Lien Creditor of any Pledged Collateral held by it or by any other Second Lien Claimholder, and, immediately upon the request of First Lien Creditor at any time prior to the Payment in Full of First Lien Priority Debt, each Second Lien Creditor agrees to deliver to First Lien Creditor any such Pledged Collateral held by it or by any other Second Lien Claimholder, together with any necessary endorsements (or otherwise allow First Lien Creditor to obtain control of such Pledged Collateral). (iib) The First Priority Agent as Collateral Agent Lien Creditor shall have no obligation whatsoever to the First Priority Creditors, the any Second Priority Agent, Lien Creditor or any other Second Priority Creditor, Lien Claimholder to ensure that the Pledged Collateral is genuine or owned by any of the Grantors Debtor or to preserve rights or benefits of any Person person except as expressly set forth in this Section 5.55.4. No Second Lien Creditor shall have any obligation whatsoever to First Lien Creditor or any other First Lien Claimholder to ensure that the Pledged Collateral is genuine or owned by the Debtor or to preserve rights or benefits of any person except as expressly set forth in this Section 5.4. The duties or responsibilities of the First Priority Agent Lien Creditor under this Section 5.5 5.4 shall be limited solely to holding or controlling the Pledged Collateral as bailee and non-fiduciary representative in accordance with this Section 5.5 5.4 and delivering the Pledged Collateral upon a Discharge Payment in Full of First Lien Priority Obligations Debt as provided in paragraph (iv) belowSection 5.8. The duties or responsibilities of a Second Lien Creditor under this Section 5.4 shall be limited solely to holding or controlling the Pledged Collateral as bailee and non-fiduciary representative in accordance with this Section 5.4. (iiic) The First Priority Agent Lien Creditor acting pursuant to this Section 5.5 5.4 shall not have by reason of any the First Lien Collateral DocumentDocuments, the Second Lien Collateral Documents, or this Agreement or any other document a fiduciary relationship in respect of a Second Lien Creditor or any other Second Lien Claimholder. Any Second Lien Creditor acting pursuant to this Section 5.4 shall not have by reason of the First Priority CreditorsLien Collateral Documents, the Second Priority Agent Lien Collateral Documents, or this Agreement a fiduciary relationship in respect of First Lien Creditor or any Second Priority Creditorother First Lien Claimholder. (ivd) Upon the Discharge Payment in Full in cash of all First Priority ObligationsLien Debt, First Lien Creditor shall, to the First Priority Agent shall extent permitted by applicable law, deliver the remaining tangible Pledged Collateral (if any) together with any necessary endorsements, first, to the Second Priority Agent Lien Creditors to the extent Second Priority Obligations Lien Debt remain outstanding as confirmed in writing by the Second Lien Creditors, and, to the extent that Second Lien Creditors confirm no Second Lien Debt are outstanding, and second, to the Borrowers Debtor to the extent no First Priority Obligations Lien Debt or Second Priority Obligations Lien Debt remain outstanding (in each case, so as to allow such Person person to obtain possession or control of such Pledged Collateral); provided that. At such time, in each case, the First Priority Agent shall be entitled to rely on certifications from the Second Priority Agent or the Borrowers, as the case may be, as to whether any Second Priority Obligations remain outstanding. The First Priority Agent Lien Creditor further agrees to take all other action reasonably requested by the Second Priority Agent in connection with Lien Creditors at the expense of the Debtor (including amending any outstanding control agreements) to enable Second Priority Agent obtaining Lien Creditors to obtain a first priority security interest in the Collateral or as a court of competent jurisdiction may otherwise directCollateral. (v) Subject to the terms of this Agreement, so long as the Discharge of First Priority Obligations has not occurred, the First Priority Agent shall be entitled to deal with the Pledged Collateral or Collateral within its “control” in accordance with the terms of this Agreement and other First Priority Collateral Documents as if the Liens of the Second Priority Agent or Second Priority Creditors did not exist.

Bailee for Perfection. (a) Until the Discharge of First Super Priority Obligations has occurred: (i) The First Super Priority Agent as Collateral Agent agrees to hold that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC, including, but not limited to, the Earnings Accounts UCC (such Collateral being the “Pledged Collateral”) as agent for the First Super Priority Creditors Claimholders and as bailee for the Collateral Agent and the Second Priority Agent (such bailment being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2), 9-106(a) and 9-313(c) of the UCC) and any assignee solely for the purpose of perfecting the security interest granted under the First Super Priority Loan Documents, the Indenture Documents and the Second Priority Lien Loan Documents, respectively, subject to the terms and conditions of this Section 5.55.5(a). (ii) The First Super Priority Agent as Collateral Agent shall have no obligation whatsoever to the First Super Priority CreditorsClaimholders, the Collateral Agent, any Indenture Claimholder, the Second Priority Agent, Agent or any Second Priority Creditor, Lien Claimholder to ensure that the Pledged Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section 5.55.5(a). The duties or responsibilities of the First Super Priority Agent under this Section 5.5 5.5(a) shall be limited solely to holding the Pledged Collateral as bailee in accordance with this Section 5.5 5.5(a) and delivering the Pledged Collateral upon a Discharge of First Super Priority Obligations as provided in paragraph (iv) below. (iii) The First Super Priority Agent acting pursuant to this Section 5.5 5.5(a) shall not have by reason of any the Super Priority Collateral DocumentDocuments, the Collateral Documents, the Second Lien Collateral Documents, this Agreement or any other document a fiduciary relationship in respect of the First Super Priority CreditorsClaimholders, the Collateral Agent, any Indenture Claimholder, the Second Priority Agent or any Second Priority CreditorLien Claimholder. (iv) Upon the Discharge of First Super Priority Obligations, the First Super Priority Agent shall deliver the remaining Pledged Collateral (if any) together with any necessary endorsements, first, to the Collateral Agent to the extent Indenture Obligations remain outstanding, second, to the Second Priority Agent to the extent Second Priority Lien Obligations remain outstandingoutstanding if there has been a Discharge of Indenture Obligations, and secondthird, to the Borrowers U.S. Borrower to the extent no First Super Priority Obligations, Indenture Obligations or Second Priority Lien Obligations remain outstanding (in each case, so as to allow such Person to obtain possession or control of such Pledged Collateral); provided that, in each case, the First Priority Agent shall be entitled to rely on certifications from the Second Priority Agent or the Borrowers, as the case may be, as to whether any Second Priority Obligations remain outstanding. The First Super Priority Agent further agrees to take all other action reasonably requested by the Grantors, the Collateral Agent or the Second Priority Agent in connection with the Collateral Agent or the Second Priority Agent obtaining a first first-priority interest in the Collateral or as a court of competent jurisdiction may otherwise direct. (v) Subject to the terms of this Agreement, so long as the Discharge of First Super Priority Obligations has not occurred, the First Super Priority Agent shall be entitled to deal with the Pledged Collateral or Collateral within its “control” in accordance with the terms of this Agreement and other First Super Priority Collateral Documents as if the Liens of the Collateral Agent, Indenture Claimholders the Second Priority Agent or the Second Lien Claimholders did not exist. (b) After the Discharge of Super Priority Obligations has occurred: (i) The Collateral Agent agrees to hold that part of the Pledged Collateral that is in its possession or control (or in the possession or control of its agents or bailees) as agent for the Indenture Claimholders and as bailee for the Second Priority Agent (such bailment being intended, among other things, to satisfy the requirements of Sections 8-301(a)(2) and 9-313(c) of the UCC) and any assignee solely for the purpose of perfecting the security interest granted under the Indenture Documents and the Second Lien Loan Documents, respectively, subject to the terms and conditions of this Section 5.5(b). (ii) The Collateral Agent shall have no obligation whatsoever to the Indenture Claimholders, the Second Priority Agent or any Second Lien Claimholder to ensure that the Indenture Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section 5.5(b). The duties or responsibilities of the Collateral Agent under this Section 5.5(b) shall be limited solely to holding the Indenture Collateral as bailee in accordance with this Section 5.5(b) and delivering the Indenture Collateral upon a Discharge of Indenture Obligations as provided in paragraph (iv) below. (iii) The Collateral Agent acting pursuant to this Section 5.5(b) shall not have by reason of the Collateral Documents, the Second Lien Collateral Documents, this Agreement or any other document a fiduciary relationship in respect of any Indenture Claimholder, the Second Priority Agent or any Second Lien Claimholder. (iv) Upon the Discharge of Indenture Obligations, the Collateral Agent shall deliver the remaining Indenture Collateral (if any) together with any necessary endorsements, first, to the Second Priority Agent to the extent Second Lien Obligations remain outstanding, and second, to the Borrowers to the extent no Indenture Obligations or Second Lien Obligations remain outstanding (in each case, so as to allow such Person to obtain possession or control of such Indenture Collateral). The Collateral Agent further agrees to take all other action reasonably requested by the Second Priority Agent in connection with the Second Priority Agent obtaining a first-priority interest in the Collateral or as a court of competent jurisdiction may otherwise direct. (v) Subject to the terms of this Agreement, so long as the Discharge of Indenture Obligations has not occurred, the Collateral Agent shall be entitled to deal with the Indenture Collateral or Collateral within its “control” in accordance with the terms of this Agreement and other Second Lien Collateral Documents as if the Liens of the Second Priority Agent or the Second Priority Creditors Lien Claimholders did not exist.

Bailee for Perfection. Until the Discharge of First Priority Obligations has occurred: (i) The First Senior Priority Agent as Collateral Agent agrees to hold that part of the Senior Priority Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC, including, but not limited to, the Earnings Accounts PPSA or any other applicable law (such Senior Priority Collateral being the “Pledged Senior Priority Collateral”) as collateral agent for the First Senior Priority Creditors Secured Parties and as bailee for the Second and, with respect to any collateral that cannot be perfected in such manner, as agent for, each Junior Priority Agent (such bailment being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2), 9-106(a) and 9-313(c) on behalf of the UCCJunior Priority Secured Parties) and any assignee thereof solely for the purpose of perfecting the security interest granted under the First Senior Priority Loan Documents and the Second Junior Priority Loan Documents, respectively, subject to the terms and conditions of this Section 5.52.4(e). (ii) The First Subject to the terms of this Agreement, until the Discharge of Senior Priority Obligations has occurred, the Senior Priority Agent shall be entitled to deal with the Pledged Senior Priority Collateral in accordance with the terms of the Senior Priority ​ ​ ​ Documents as Collateral if the Liens of the Junior Priority Agents under the Junior Priority Security Documents did not exist. The rights of the Junior Priority Agents shall at all times be subject to the terms of this Agreement and to the Senior Priority Agent’s rights under the Senior Priority Documents. (iii) The Senior Priority Agent shall have no obligation whatsoever to the First Junior Priority Creditors, the Second Priority Agent, Agents or any Second other Junior Priority Creditor, Secured Party to ensure that the Pledged Senior Priority Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section 5.52.4(e). The duties or responsibilities of the First Senior Priority Agent under this Section 5.5 2.4(e) shall be limited solely to holding the Pledged Senior Priority Collateral as bailee or agent in accordance with this Section 5.5 and delivering the Pledged Collateral upon a Discharge of First Priority Obligations as provided in paragraph 2.4(e). (iv) below. (iii) The First Senior Priority Agent acting pursuant to this Section 5.5 2.4(e) shall not have by reason of any Collateral Documentthe Senior Priority Security Documents, the Junior Priority Security Documents, this Agreement or any other document a fiduciary relationship in respect of the First Junior Priority Creditors, the Second Priority Agent Agents or any Second other Junior Priority CreditorSecured Party. (ivv) Upon the applicable Discharge of First the Senior Priority Obligations, the First applicable Collateral Agent (in respect of the Senior Priority Agent Obligations having been discharged) shall deliver or cause to be delivered the remaining Pledged Senior Priority Collateral (if any) in its possession or in the possession of its agents or bailees, together with any necessary endorsements, first, to the Second Senior Priority Agent to the extent Second Senior Priority Obligations remain outstanding, second, to the Junior Priority Agent to the extent Junior Priority Obligations remain outstanding, and secondthird, to the Borrowers to the extent no First Priority Obligations or Second Priority Obligations remain outstanding applicable Grantor (in each case, so as to allow such Person to obtain possession or control of such Pledged Senior Priority Collateral); provided that, ) and will cooperate with the applicable Collateral Agent in each case, the First Priority Agent shall be entitled assigning (without recourse to rely on certifications from the Second Priority or warranty by any Collateral Agent or the Borrowers, as the case may be, as to whether any Second other Secured Party or agent or bailee thereof) control over any other Pledged Senior Priority Obligations remain outstandingCollateral under its control. The First Priority applicable Collateral Agent further agrees to take all other action reasonably requested by such Person (at the Second Priority Agent sole cost and expense of the Grantors or such Person) in connection with the Second Priority Agent such Person obtaining a first priority Senior Priority interest in the Pledged Senior Priority Collateral or as a court of competent jurisdiction may otherwise direct. (vvi) Subject Notwithstanding anything to the terms of this Agreementcontrary herein, so long as if any Junior Priority Obligations remain outstanding upon the Discharge of First ABL Priority Obligations has and Discharge of Senior Note Priority Obligations, all rights of the Senior Priority Agent hereunder and under the Senior Priority Security Documents (A) with respect to the delivery and control of any part of the Senior Priority Collateral, and (B) to direct, instruct, vote upon or otherwise influence the maintenance or Disposition of such Senior Priority Collateral, shall immediately, and (to the extent permitted by law) without further action on the part of either of the Junior Priority Agent or the Senior Priority Agent, pass to the Junior Priority Agent, who shall thereafter hold such rights for the benefit of the Junior Priority Secured Parties. Each of the Senior Priority Agent and the Grantors agrees that it will, if any Junior Priority Obligations remain outstanding upon the Discharge of ABL Priority Obligations and Discharge of Senior Note Priority Obligations, take any other action required by any law or reasonably requested by the Junior Priority Agent in connection with the Junior Priority Agent’s establishment and perfection of a Senior Priority security interest in the Senior Priority Collateral, at the expense of the Grantors or if not occurredpaid by ​ ​ ​ the Grantors, the First Junior Priority Agent, and subject in all cases to any Junior Priority Permitted Liens and to Section 2.4(f). (vii) Notwithstanding the foregoing, solely during the time that the Senior Note Agent or the Junior Note Agent, as applicable, is permitted to Exercise any Secured Creditor Remedies with respect to the ABL Priority Collateral pursuant to Section 2.2, the Senior Note Agent or the Junior Note Agent, as applicable, shall have the right to take actions under and with respect to any collateral access agreement and any deposit account or securities account subject to any “control agreement”, in each case, to which the Senior Note Agent or the Junior Note Agent, as applicable, is a party; provided, that (A) the Senior Note Agent shall be provide the ABL Agent not less than two Business Days’ prior written notice of its intent to take action pursuant to this Section 2.4(e), (B) the Junior Note Agent shall provide the ABL Agent and the Senior Note Agent not less than two Business Days’ prior written notice of its intent to take action pursuant to this Section 2.4(e), (C) upon written request from the Senior Note Agent or the Junior Note Agent, as applicable, to the ABL Agent, the ABL Agent shall notify the third parties under such collateral access agreements and control agreements to which the Senior Note Agent or the Junior Note Agent, as applicable, is a party, that the Senior Note Agent or the Junior Note Agent, as applicable, is the “Lender Representative” or “Control Agent” (or any similar term) entitled to deal with take action thereunder and (D) any ABL Priority Collateral received by the Pledged Collateral Senior Note Agent or Collateral within its “control” the Junior Note Agent pursuant to this sentence shall be remitted to the ABL Agent for application in accordance with the terms of this Agreement and other First Priority Collateral Documents as if the Liens of the Second Priority Agent or Second Priority Creditors did not existhereof.

Bailee for Perfection. Until the Discharge of (a) First Priority Obligations has occurred: (i) The First Priority Lien Agent as Collateral and Second Lien Agent agrees each agree to hold or control that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC, including, but not limited to, the Earnings Accounts UCC or other applicable law (such Collateral being referred to as the “Pledged Collateral”) ), as bailee and as a non-fiduciary agent for the Second Lien Agent or First Priority Creditors and Lien Agent, as bailee for the Second Priority Agent applicable (such bailment and agency being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2), 9-106(a) 313(c), 9-104, 9-105, 9-106, and 9-313(c) 107 of the UCC) and any assignee ), solely for the purpose of perfecting the security interest granted under the Second Lien Debt Documents or the First Priority Loan Documents and the Second Priority Loan Lien Debt Documents, respectivelyas applicable, subject to the terms and conditions of this Section 5.5.5.4. Unless and until the Discharge of the First Lien Priority Obligations, Second Lien Agent agrees to promptly notify First Lien Agent of any Pledged Collateral held by it or by any Second Lien Claimholders, and, immediately upon the request of (iib) The First Priority Agent as Collateral Lien Agent shall have no obligation whatsoever to the First Priority Creditors, the Second Priority Agent, Lien Agent or any Second Priority Creditor, Lien Claimholder to ensure that the Pledged Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section 5.55.4. Second Lien Agent shall have no obligation whatsoever to First Lien Agent or any First Lien Claimholder to ensure that the Pledged Collateral is genuine or owned by any of Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section 5.4. The duties or responsibilities of the First Priority Lien Agent under this Section 5.5 5.4 shall be limited solely to holding or controlling the Pledged Collateral as bailee and agent in accordance with this Section 5.5 5.4 and delivering the Pledged Collateral upon a Discharge of First Lien Priority Obligations as provided in paragraph (ivd) belowof this Section 5.4. The duties or responsibilities of Second Lien Agent under this Section 5.4 shall be limited solely to holding or controlling the Pledged Collateral as bailee and agent in accordance with this Section 5.4 and complying with the notice and delivery requirements of paragraph (a) of this Section 5.4. (iiic) The First Priority Lien Agent acting pursuant to this Section 5.5 5.4 shall not have by reason of any the First Lien Collateral DocumentDocuments, the Second Lien Collateral Documents, or this Agreement or any other document a fiduciary relationship in respect of the First Priority Creditors, the Second Priority Lien Agent or any Second Priority CreditorLien Claimholder. Second Lien Agent acting pursuant to this Section 5.4 shall not have by reason of the First Lien Collateral Documents, the Second Lien Collateral Documents, or this Agreement a fiduciary relationship in respect of First Lien Agent or First Lien Claimholder. (ivd) Upon the Discharge of First Lien Priority Obligations, the First Priority Lien Agent shall deliver the remaining Pledged Collateral (if any) together with any necessary endorsements, first, to the Second Priority Lien Agent to the extent Liens on such Pledged Collateral secure the Second Lien Obligations as confirmed in writing by Second Lien Agent, and, to the extent that Second Lien Agent confirms no Liens on such Pledged Collateral secure the Second Lien Obligations or following the repayment in full of the Second Lien Priority Obligations remain outstandingObligations, and second, to the Borrowers First Lien Agent to the extent Liens on such Pledged Collateral secure the Excess First Lien Obligations as confirmed in writing by First Lien Agent, and, to the extent that First Lien Agent confirms no Liens on such Pledged Collateral secure the Excess First Priority Lien Obligations or following the repayment in full of the Excess First Lien Obligations, third, to Second Priority Lien Agent to the extent Liens on such Pledged Collateral secure the Excess Second Lien Obligations remain outstanding as confirmed in writing by Second Lien Agent, and, to the extent that Second Lien Agent confirms no Liens on such Pledged Collateral secure the Excess Second Lien Obligations or following the repayment in full of the Excess Second Lien Obligations, fourth, to the applicable Grantor (in each case, so as to allow such Person to obtain possession or control of such Pledged Collateral); provided that, in each case. At the time of transfer of the Pledged Collateral by one Agent to the other Agent, the First Priority Agent shall be entitled to rely on certifications from the Second Priority Agent or the Borrowers, as the case may be, as to whether any Second Priority Obligations remain outstanding. The First Priority transferring Agent further agrees to take all other action reasonably requested by the Second Priority transferee Agent in connection with at the Second Priority expense of Borrowers (including amending any outstanding control agreements or giving any applicable notice required thereunder) to enable the transferee Agent obtaining to obtain a first priority security interest in the Collateral or as a court of competent jurisdiction may otherwise directCollateral. (v) Subject to the terms of this Agreement, so long as the Discharge of First Priority Obligations has not occurred, the First Priority Agent shall be entitled to deal with the Pledged Collateral or Collateral within its “control” in accordance with the terms of this Agreement and other First Priority Collateral Documents as if the Liens of the Second Priority Agent or Second Priority Creditors did not exist.

Bailee for Perfection. Until the Discharge of First Priority Obligations has occurred: (ia) The First Priority ABL Agent as Collateral and Term Loan Agent agrees each agree to hold or control that part of the ABL Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC, including, but not limited to, the Earnings Accounts UCC or other applicable law (such ABL Collateral being referred to as the “"Pledged Collateral”) "), as agent for the First Priority Creditors bailee and as bailee a non-fiduciary representative for the Second Priority Term Loan Agent or ABL Agent, as applicable (such bailment and agency being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2), 9-106(a) 313(c), 9-104, 9-105, 9-106, and 9-313(c) 107 of the UCC) and any assignee ), solely for the purpose of perfecting the security interest granted under the First Priority Term Loan Documents and or the Second Priority Loan ABL Documents, respectivelyas applicable, subject to the terms and conditions of this Section 5.55.4. Unless and until the Payment in Full of ABL Priority Debt, Term Loan Agent agrees to promptly notify ABL Agent of any Pledged Collateral held by it or by any other Term Loan Claimholder, and, immediately upon the request of ABL Agent at any time prior to the Payment in Full of ABL Priority Debt, Term Loan Agent agrees to deliver to ABL Agent any such Pledged Collateral held by it or by any other Term Loan Claimholder, together with any necessary endorsements (or otherwise allow ABL Agent to obtain control of such Pledged Collateral). (iib) The First Priority Agent as Collateral ABL Agent shall have no obligation whatsoever to the First Priority Creditors, the Second Priority Agent, Term Loan Agent or any Second Priority Creditor, other Term Loan Claimholder to ensure that the Pledged Collateral is genuine or owned by any of the ABL Grantors or to preserve rights or benefits of any Person person except as expressly set forth in this Section 5.55.4. Term Loan Agent shall have no obligation whatsoever to ABL Agent or any other ABL Claimholder to ensure that the Pledged Collateral is genuine or owned by any of ABL Grantors or to preserve rights or benefits of any person except as expressly set forth in this Section 5.4. The duties or responsibilities of the First Priority ABL Agent under this Section 5.5 5.4 shall be limited solely to holding or controlling the Pledged Collateral as bailee and non-fiduciary representative in accordance with this Section 5.5 5.4 and delivering the Pledged Collateral upon a Discharge Payment in Full of First ABL Priority Obligations Debt as provided in paragraph (iv) belowSection 5.8. The duties or responsibilities of Term Loan Agent under this Section 5.4 shall be limited solely to holding or controlling the Pledged Collateral as bailee and non-fiduciary representative in accordance with this Section 5.4. (iiic) The First Priority ABL Agent acting pursuant to this Section 5.5 5.4 shall not have by reason of any the ABL Collateral DocumentDocuments, the Term Loan Collateral Documents, or this Agreement or any other document a fiduciary relationship in respect of the First Priority Creditors, the Second Priority Term Loan Agent or any Second Priority Creditorother Term Loan Claimholder. Term Loan Agent acting pursuant to this Section 5.4 shall not have by reason of the ABL Collateral Documents, the Term Loan Collateral Documents, or this Agreement a fiduciary relationship in respect of ABL Agent or any other ABL Claimholder. (ivd) Upon the Discharge payment (or cash collateralization, as applicable) in full in cash of First Priority Obligationsall ABL Debt, ABL Agent shall, to the First Priority Agent shall extent permitted by applicable law, deliver the remaining tangible Pledged Collateral (if any) together with any necessary endorsements, first, to the Second Priority Term Loan Agent to the extent Second Priority Obligations Term Loan Debt remain outstanding as confirmed in writing by Term Loan Agent, and, to the extent that Term Loan Agent confirms no Term Loan Debt are outstanding, and second, to the Borrowers to the extent no First Priority Obligations ABL Debt or Second Priority Obligations Term Loan Debt remain outstanding (in each case, so as to allow such Person person to obtain possession or control of such Pledged Collateral); provided that. At such time, in each case, the First Priority Agent shall be entitled to rely on certifications from the Second Priority Agent or the Borrowers, as the case may be, as to whether any Second Priority Obligations remain outstanding. The First Priority ABL Agent further agrees to take all other action reasonably requested by Term Loan Agent at the Second Priority expense of Borrowers (including amending any outstanding control agreements) to enable Term Loan Agent in connection with the Second Priority Agent obtaining to obtain a first priority security interest in the Collateral or as a court of competent jurisdiction may otherwise directPledged Collateral. (v) Subject to the terms of this Agreement, so long as the Discharge of First Priority Obligations has not occurred, the First Priority Agent shall be entitled to deal with the Pledged Collateral or Collateral within its “control” in accordance with the terms of this Agreement and other First Priority Collateral Documents as if the Liens of the Second Priority Agent or Second Priority Creditors did not exist.

Bailee for Perfection. Until the Discharge of First Priority Obligations has occurred: (ia) The First Priority Agent as Lien Collateral Agent agrees to hold (subject always to the rights of the First Lien Collateral Agent as a prior Lien holder) that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC, including, but not limited to, the Earnings Accounts UCC (such Collateral being the “Pledged Collateral”) as collateral agent for the First Priority Creditors Lien Claimholders and as bailee for the Second Priority Lien Collateral Agent (such bailment being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), Section 8-301(a)(2), 9-106(a) and 9-313(c) of the UCC) and any assignee solely for the purpose of perfecting the security interest granted under the First Priority Lien Loan Documents and the Second Priority Lien Loan Documents, respectively, subject to the terms and conditions of this Section 5.55.4. (iib) The First Priority Agent as Lien Collateral Agent shall have no duties or obligation whatsoever to the First Priority CreditorsLien Claimholders, the Second Priority Agent, Lien Collateral Agent or any Second Priority Creditor, Lien Claimholder to ensure that the Pledged Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section 5.55.4. The duties or responsibilities of the First Priority Lien Collateral Agent under this Section 5.5 5.4 shall be limited solely to holding the Pledged Collateral as bailee in accordance with this Section 5.5 and delivering the Pledged Collateral upon a Discharge of First Priority Obligations as provided in paragraph (iv) below5.4. (iiic) The First Priority Lien Collateral Agent acting pursuant to this Section 5.5 5.4 shall not have by reason of any the First Lien Collateral DocumentDocuments, the Second Lien Collateral Documents, this Agreement or any other document a fiduciary relationship in respect of the First Priority CreditorsLien Claimholders, the Second Priority Lien Collateral Agent or any Second Priority CreditorLien Claimholder. (ivd) Upon the Discharge of First Priority ObligationsLien Obligations under the First Lien Loan Documents to which the First Lien Collateral Agent is a party, the First Priority Lien Collateral Agent shall deliver the remaining Pledged Collateral (if any) together with any necessary endorsements, first, to the Second Priority Lien Collateral Agent to the extent Second Priority Lien Obligations remain outstanding, and second, to the Borrowers Company to the extent no First Priority Lien Obligations or Second Priority Lien Obligations remain outstanding (in each case, so as to allow such Person to obtain possession or control of such Pledged Collateral); provided that, in each case, the First Priority Agent shall be entitled to rely on certifications from the Second Priority Agent or the Borrowers, as the case may be, as to whether any Second Priority Obligations remain outstanding. The First Priority Lien Collateral Agent further agrees to take all other action reasonably requested by the Second Priority Lien Collateral Agent in connection with the Second Priority Lien Collateral Agent obtaining a first first-priority interest in the Collateral or as a court of competent jurisdiction may otherwise direct. (v) Subject to the terms of this Agreement, so long as the Discharge of First Priority Obligations has not occurred, the First Priority Agent shall be entitled to deal with the Pledged Collateral or Collateral within its “control” in accordance with the terms of this Agreement and other First Priority Collateral Documents as if the Liens of the Second Priority Agent or Second Priority Creditors did not exist.

Bailee for Perfection. Until the Discharge of First Priority Obligations has occurred: (ia) The First Priority Agent as Lien Collateral Agent agrees to hold that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC, including, but not limited to, the Earnings Accounts Uniform Commercial Code (such Collateral being the “Pledged Collateral”"PLEDGED COLLATERAL") as collateral agent for the First Priority Creditors Lien Claimholders and as bailee for the Second Priority Lien Collateral Agent (such bailment being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2), 9-106(a) and 9-313(c) of the UCC) and any assignee solely for the purpose of perfecting the security interest granted under the First Priority Loan Lien Credit Documents and the Second Priority Loan Lien Credit Documents, respectively, subject to the terms and conditions of this Section 5.5. (iib) Subject to the terms of this Agreement, until the Discharge of First Lien Obligations has occurred, the First Lien Collateral Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the First Lien Credit Documents as if no bailee arrangement with the Second Lien Collateral Agent existed. The rights of the Second Lien Collateral Agent shall at all times be subject to the terms of this Agreement and to the First Lien Collateral Agent's rights under the First Lien Credit Documents. (c) The First Priority Agent as Lien Collateral Agent shall have no obligation whatsoever to the First Priority Creditors, Lien Claimholders and the Second Priority Agent, Lien Collateral Agent or any Second Priority Creditor, Lien Claimholder to ensure that the Pledged Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section 5.5. The duties or responsibilities of the First Priority Lien Collateral Agent under this Section 5.5 shall be limited solely to holding the Pledged Collateral as bailee in accordance with this Section 5.5 and delivering the Pledged Collateral upon a Discharge of First Priority Obligations as provided in paragraph (iv) below5.5. (iiid) The First Priority Lien Collateral Agent acting pursuant to this Section 5.5 shall not have by reason of any the First Lien Collateral DocumentDocuments, the Second Lien Collateral Documents, this Agreement or any other document a fiduciary relationship in respect of the First Priority CreditorsLien Claimholders, the Second Priority Lien Collateral Agent or any Second Priority CreditorLien Claimholder. (ive) Upon the Discharge of the First Priority ObligationsLien Obligations under the First Lien Credit Documents to which the First Lien Collateral Agent is a party, the First Priority Lien Collateral Agent shall deliver the remaining Pledged Collateral (if any) together with any necessary endorsements, first, to the Second Priority Lien Collateral Agent to the extent Second Priority Lien Obligations remain outstanding, and second, to the Borrowers Company to the extent no First Priority Lien Obligations or Second Priority Lien Obligations remain outstanding (in each case, so as to allow such Person to obtain possession or control of such Pledged Collateral); provided that, in each case, the First Priority Agent shall be entitled to rely on certifications from the Second Priority Agent or the Borrowers, as the case may be, as to whether any Second Priority Obligations remain outstanding. The First Priority Lien Collateral Agent further agrees to take all other action reasonably requested by the Second Priority Agent such Person in connection with the Second Priority Agent such Person obtaining a first first-priority interest in the Collateral or as a court of competent jurisdiction may otherwise direct. (v) Subject to the terms of this Agreement, so long as the Discharge of First Priority Obligations has not occurred, the First Priority Agent shall be entitled to deal with the Pledged Collateral or Collateral within its “control” in accordance with the terms of this Agreement and other First Priority Collateral Documents as if the Liens of the Second Priority Agent or Second Priority Creditors did not exist.

Bailee for Perfection. Until the Discharge of First Priority Obligations has occurred: (ia) The First Priority Agent as First-Lien Collateral Agent agrees to hold that part of acquire and acknowledges it holds the Pledged Collateral that is or other Collateral in its possession or control (or in the possession or control of its agents or bailees) to on behalf of itself and the extent that possession or control thereof is taken to perfect a Second-Lien thereon under the UCC, including, but not limited to, the Earnings Accounts (such Collateral being the “Pledged Collateral”) as agent for the First Priority Creditors and as bailee for the Second Priority Agent (such bailment being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2), 9-106(a) and 9-313(c) of the UCC) and any assignee solely for the purpose of perfecting the security interest granted under the First Priority Loan First-Lien Credit Documents and the Second Priority Loan Second-Lien Credit Documents, respectively, subject to the terms and conditions of this Section 5.5. (iib) Until the Discharge of First-Lien Obligations has occurred, the First-Lien Collateral Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the First-Lien Credit Documents as if the Liens of the Second-Lien Collateral Agent under the Second-Lien Security Documents did not exist. The rights of the Second-Lien Collateral Agent shall at all times be subject to the terms of this Agreement and to the First-Lien Collateral Agent’s rights under the First-Lien Credit Documents. (c) The First Priority Agent as First-Lien Collateral Agent shall have no obligation whatsoever to the First Priority Creditors, First-Lien Creditors and the Second Priority Agent, Second-Lien Collateral Agent or any Second Priority Creditor, Second-Lien Creditor to ensure assure that the Pledged Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section 5.5. The duties or responsibilities of the First Priority First-Lien Collateral Agent under this Section 5.5 shall be limited solely to holding the Pledged Collateral as bailee in accordance with this Section 5.5 and delivering the Pledged Collateral upon a Discharge of First Priority Obligations as provided in paragraph (iv) below5.5. (iiid) The First Priority First-Lien Collateral Agent acting pursuant to this Section 5.5 shall not have by reason of any Collateral Documentthe First-Lien Security Documents, the Second-Lien Security Documents, this Agreement or any other document a fiduciary relationship in respect of the First Priority First-Lien Creditors, the Second Priority Second-Lien Collateral Agent or any Second Priority other Second-Lien Creditor. (ive) Upon the Discharge of First Priority the First-Lien Obligations, the First Priority First-Lien Collateral Agent shall deliver the remaining Pledged Collateral (if any) (or proceeds thereof) together with any necessary endorsements, first, to the Second Priority Agent to the extent Second Priority Second-Lien Collateral Agent, if any Second-Lien Obligations remain outstanding, and second, to the Borrowers to Borrower or the extent relevant Grantor if no First Priority First-Lien Obligations or Second Priority Second-Lien Obligations remain outstanding (in each case, so as to allow such Person to obtain possession or control of such Pledged Collateral); provided that, in each case, the First Priority Agent shall be entitled to rely on certifications from the Second Priority Agent or the Borrowers, as the case may be, as to whether any Second Priority Obligations remain outstanding. The First Priority First-Lien Collateral Agent further agrees to take all other action reasonably requested by the Second Priority Agent such Person in connection with the Second Priority Agent such Person’s obtaining a first priority interest in the control of such Pledged Collateral or as a court of competent jurisdiction may otherwise direct. (v) Subject to the terms of this Agreement, so long as the Discharge of First Priority Obligations has not occurred, the First Priority Agent shall be entitled to deal with the Pledged Collateral or Collateral within its “control” in accordance with the terms of this Agreement and other First Priority Collateral Documents as if the Liens of the Second Priority Agent or Second Priority Creditors did not exist.

Bailee for Perfection. Until the Discharge of First Priority Obligations has occurred: (ia) The First Priority ABL Agent as Collateral and Term Loan Agent agrees each agree to hold that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees) ), to the extent that possession or control thereof is taken necessary to perfect a Lien thereon under the UCC, including, but not limited to, the Earnings Accounts UCC or other applicable law (such possessory Collateral being referred to as the “Pledged Collateral”) ), as agent for the First Priority Creditors gratuitous bailee and as bailee a non-fiduciary representative for the Second Priority Term Loan Agent (such bailment being intendedor ABL Agent, among other thingsas applicable, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2), 9-106(a) and 9-313(c) of the UCC) and any assignee solely for the purpose of perfecting the security interest granted under the First Priority Term Loan Documents and or the Second Priority Loan ABL Documents, respectivelyas applicable, subject to the terms and conditions of this Section 5.55.4. Term Loan Agent hereby appoints ABL Agent as its gratuitous bailee and non-fiduciary representative for the purposes of perfecting their security interest in all Pledged Collateral in which ABL Agent has a perfected security interest under the UCC. ABL Agent hereby appoints Term Loan Agent as its gratuitous bailee and non-fiduciary representative for the purposes of perfecting their security interest in all Pledged Collateral in which Term Loan Agent has a perfected security interest under the UCC. Each of ABL Agent and Term Loan Agent hereby accept such appointments pursuant to this Section 5.4 Subject to Sections 2.1 and 4 and unless and until the Payment in Full of ABL Priority Debt, Term Loan Agent agrees to promptly notify ABL Agent of any Pledged Collateral constituting ABL Priority Collateral held by it or by any other Term Loan Claimholder, and, immediately upon the request of ABL Agent to deliver to ABL Agent any such Pledged Collateral, together with any necessary endorsements (or otherwise allow ABL Agent to obtain possession of such Pledged Collateral) for Disposition and distribution of Proceeds in accordance with Sections 2 and 4. Subject to Sections 2.1 and 4 and unless and until the Payment in Full of Term Loan Priority Debt and payment in full in cash of all Excess Term Loan Debt, ABL Agent agrees to promptly notify Term Loan Agent of any Pledged Collateral constituting Term Loan Priority Collateral held by it or by any other ABL Claimholder, and, immediately upon the request of Term Loan Agent to deliver to Term Loan Agent any such Pledged Collateral held by it or by any other ABL Claimholder, together with any necessary endorsements (or otherwise allow Term Loan Agent to obtain possession of such Pledged Collateral) for Disposition and distribution of Proceeds in accordance with Sections 2.1 and 4. (iib) The First Priority Agent as Collateral ABL Agent shall have no obligation whatsoever to any of the First Priority Creditors, the Second Priority Agent, or any Second Priority Creditor, Term Loan Claimholders to ensure that the Pledged Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person person except as expressly set forth in this Section 5.55.4. Term Loan Agent shall have no obligation whatsoever to any of the ABL Claimholders to ensure that the Pledged Collateral is genuine or owned by any of Grantors or to preserve rights or benefits of any person except as expressly set forth in this Section 5.4. The duties or responsibilities of the First Priority ABL Agent under this Section 5.5 5.4 shall be limited solely to holding the Pledged Collateral as bailee and non-fiduciary representative in accordance with this Section 5.5 5.4 and delivering any Pledged Collateral in its possession (or in the possession of its agents or bailees) upon a Payment in Full of ABL Priority Debt as provided in Section 5.6. The duties or responsibilities of Term Loan Agent under this Section 5.4 shall be limited solely to holding the Pledged Collateral upon a Discharge as bailee and non-fiduciary representative in accordance with this Section 5.4 and delivering any Pledged Collateral in its possession (or in the possession of First Priority Obligations its agents or bailees) as provided in paragraph (iv) belowSection 5.6. (iiic) The First Priority Agent ABL Agent, in acting pursuant to this Section 5.5 5.4, shall not have by reason of any Collateral Documenthave, this Agreement or any other document be deemed to have, a fiduciary relationship in respect of any of the First Priority Creditors, the Second Priority Agent or any Second Priority Creditor. (iv) Upon the Discharge of First Priority Obligations, the First Priority Agent shall deliver the remaining Pledged Collateral (if any) together with any necessary endorsements, first, to the Second Priority Agent to the extent Second Priority Obligations remain outstanding, and second, to the Borrowers to the extent no First Priority Obligations or Second Priority Obligations remain outstanding (in each case, so as to allow such Person to obtain possession or control of such Pledged Collateral); provided thatTerm Loan Claimholders. Term Loan Agent, in each caseacting pursuant to this Section 5.4, the First Priority Agent shall not have, or be entitled deemed to rely on certifications from the Second Priority Agent or the Borrowershave, as the case may be, as to whether a fiduciary relationship in respect of any Second Priority Obligations remain outstanding. The First Priority Agent further agrees to take all other action reasonably requested by the Second Priority Agent in connection with the Second Priority Agent obtaining a first priority interest in the Collateral or as a court of competent jurisdiction may otherwise direct. (v) Subject to the terms of this Agreement, so long as the Discharge of First Priority Obligations has not occurred, the First Priority Agent shall be entitled to deal with the Pledged Collateral or Collateral within its “control” in accordance with the terms of this Agreement and other First Priority Collateral Documents as if the Liens of the Second Priority Agent or Second Priority Creditors did not existABL Claimholders.

Bailee for Perfection. Until the Discharge of (a) First Priority Obligations has occurred: (i) The First Priority Lien Agent as and Collateral Agent agrees each agree to hold or control that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees, including any custodian or services as to motor vehicle certificates of title) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC, including, but not limited to, the Earnings Accounts UCC or other applicable law (such Collateral being referred to as the “Pledged Collateral”) ), as bailee and as a non-fiduciary agent for the Collateral Agent or First Priority Creditors and Lien Agent, as bailee for the Second Priority Agent applicable (such bailment and agency being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2), 9-106(a) 313(c), 9-104, 9-105, 9-106, and 9-313(c) 107 of the UCC) and any assignee ), solely for the purpose of perfecting the security interest granted under the Second Lien Documents or the First Priority Loan Documents and the Second Priority Lien Loan Documents, respectivelyas applicable, subject to the terms and conditions of this Section 5.55.4. First Lien Agent and Collateral Agent agree to enter into any servicing agreements, collateral agency agreements or similar bailment agreements with third party agents or bailees as First Lien Agent deems appropriate for the purpose of perfecting Liens in the Pledged Collateral, including, without limitation, as to any motor vehicle certificates of title; provided, however, that the form of such agreement shall be satisfactory to the Collateral Agent. To the extent in any jurisdiction only one lienholder may be noted on a certificate of title under applicable law, First Lien Agent shall be specified as the lienholder, and for the purposes of the applicable State certificate of title laws, First Lien Agent shall act as agent for both the First Lien Secured Parties and the Second Lien Secured Parties in order to perfect and secure both the First Lien Obligations and the Second Lien Obligations, provided, however, notwithstanding that there may be only one lienholder noted on such certificate of title for such purposes, the priorities as between the rights of First and Second Lien Creditors shall be as if there were two separate Liens, subject to the priorities and other terms of this Agreement. Unless and until the Discharge of the First Lien Priority Obligations, Collateral Agent agrees to promptly notify First Lien Agent in writing of any Pledged Collateral held by it, and, immediately upon the written request of First Lien Agent, Collateral Agent agrees to deliver to First Lien Agent any such Pledged Collateral held by it, together with any necessary endorsements (or otherwise allow First Lien Agent to obtain control of such Pledged Collateral). First Lien Agent hereby agrees that upon the Discharge of the First Lien Priority Obligations, upon the written request of Collateral Agent, to the extent that possession by First Lien Collateral Agent or the applicable control agreement is in full force and effect and has not been terminated, First Lien Agent shall continue to act as such a bailee and non-fiduciary agent for Collateral Agent (solely for the purpose of perfecting the security interest granted under the Second Lien Documents and at the expense of Collateral Agent) with respect to the deposit account or securities account that is the subject of such control agreement, until the earlier to occur of (x) 30 days after the date when the Discharge of the First Lien Priority Obligations has occurred, and (y) the date possession is delivered to Second Lien Collateral Agent by First Lien Agent or when a control agreement is executed in favor of Collateral Agent with respect to such deposit account or securities account. (iib) The First Priority Agent as Collateral Lien Agent shall have no obligation whatsoever to the First Priority Creditors, the Second Priority Agent, Collateral Agent or any Second Priority Creditor, Lien Creditor to ensure that the Pledged Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person person except as expressly set forth in this Section 5.55.4. Collateral Agent shall have no obligation whatsoever to First Lien Agent or any First Lien Creditor to ensure that the Pledged Collateral is genuine or owned by any of Grantors or to preserve rights or benefits of any person except as expressly set forth in this Section 5.4. The duties or responsibilities of the First Priority Lien Agent under this Section 5.5 5.4 shall be limited solely to holding or controlling the Pledged Collateral as bailee and agent in accordance with this Section 5.5 5.4 and delivering the Pledged Collateral upon a Discharge of First Lien Priority Obligations as provided in paragraph (ivd) belowof this Section 5.4. The duties or responsibilities of Collateral Agent under this Section 5.4 shall be limited solely to holding or controlling the Pledged Collateral as bailee and agent in accordance with this Section 5.4 and delivering the Pledged Collateral to First Lien Agent to the extent required pursuant to paragraph (a). The duties and responsibilities of any third party bailee or agent shall be set forth in any collateral agency, servicing or other bailment agreement entered into by such party. (iiic) The First Priority Lien Agent acting pursuant to this Section 5.5 5.4 shall not have by reason of any the First Lien Collateral DocumentDocuments, the Second Lien Collateral Documents, or this Agreement or any other document a fiduciary relationship in respect of the First Priority Creditors, the Second Priority Collateral Agent or any Second Priority Lien Creditor. Collateral Agent acting pursuant to this Section 5.4 shall not have by reason of the First Lien Collateral Documents, the Second Lien Collateral Documents, or this Agreement a fiduciary relationship in respect of First Lien Agent or First Lien Creditor. (ivd) Upon the Discharge payment (or cash collateralization, as applicable) in full in cash of all First Priority Lien Obligations, the First Priority Lien Agent shall deliver deliver, or instruct any third party collateral agent or bailee to deliver, the remaining Pledged Collateral (if any) together with any necessary endorsements, first, to the Second Priority Agent Collateral Agent, or its agents or bailees as directed by Collateral Agent, to the extent Second Priority Lien Obligations remain outstanding as confirmed in writing by Collateral Agent, and, to the extent that Collateral Agent confirms no Second Lien Obligations are outstanding, and second, to the Borrowers to the extent no First Priority Lien Obligations or Second Priority Lien Obligations remain outstanding (in each case, so as to allow such Person person to obtain possession or control of such Pledged Collateral); provided that. At such time, in each case, the First Priority Agent shall be entitled to rely on certifications from the Second Priority Agent or the Borrowers, as the case may be, as to whether any Second Priority Obligations remain outstanding. The First Priority Lien Agent further agrees to take all other action reasonably requested by Collateral Agent at the Second Priority expense of Borrowers (including amending any outstanding control agreements) to enable Collateral Agent in connection with the Second Priority Agent obtaining to obtain a first priority security interest in the Collateral or as a court of competent jurisdiction may otherwise directCollateral. (v) Subject to the terms of this Agreement, so long as the Discharge of First Priority Obligations has not occurred, the First Priority Agent shall be entitled to deal with the Pledged Collateral or Collateral within its “control” in accordance with the terms of this Agreement and other First Priority Collateral Documents as if the Liens of the Second Priority Agent or Second Priority Creditors did not exist.

Bailee for Perfection. Until the Discharge of First Priority Obligations has occurred: (ia) The First Priority Agent as Lien Collateral Agent agrees to hold that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC, including, but not limited to, the Earnings Accounts UCC (such Collateral being the “Pledged Collateral”) as collateral agent for the First Priority Creditors Lien Claimholders and as bailee for the Second Priority Lien Collateral Agent (such bailment being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2), 9-106(a) and 9-313(c) of the UCC) and any assignee solely for the purpose of perfecting the security interest granted under the First Priority Lien Loan Documents and the Second Priority Lien Loan Documents, respectively, subject to the terms and conditions of this Section 5.55.4. (iib) The First Priority Agent as Lien Collateral Agent shall have no obligation whatsoever to the First Priority CreditorsLien Claimholders, the Second Priority Agent, Lien Collateral Agent or any Second Priority Creditor, Lien Claimholder to ensure that the Pledged Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section 5.55.4. The duties or responsibilities of the First Priority Lien Collateral Agent under this Section 5.5 5.4 shall be limited solely to holding the Pledged Collateral as bailee in accordance with this Section 5.5 5.4 and delivering the Pledged Collateral upon a Discharge of First Priority Lien Obligations as provided in paragraph (ivd) below. (iiic) The First Priority Lien Collateral Agent acting pursuant to this Section 5.5 5.4 shall not have by reason of any the First Lien Collateral DocumentDocuments, the Second Lien Collateral Documents, this Agreement or any other document a fiduciary relationship in respect of the First Priority CreditorsLien Claimholders, the Second Priority Lien Collateral Agent or any Second Priority CreditorLien Claimholder. (ivd) Upon the Discharge of First Priority ObligationsLien Obligations under the First Lien Loan Documents to which the First Lien Collateral Agent is a party, the First Priority Lien Collateral Agent shall deliver the remaining Pledged Collateral (if any) together with any necessary endorsements, first, to the Second Priority Lien Collateral Agent to the extent Second Priority Lien Obligations remain outstanding, and second, to the Borrowers U.S. Borrower to the extent no First Priority Lien Obligations or Second Priority Lien Obligations remain outstanding (in each case, so as to allow such Person to obtain possession or control of such Pledged Collateral); provided that, in each case, the First Priority Agent shall be entitled to rely on certifications from the Second Priority Agent or the Borrowers, as the case may be, as to whether any Second Priority Obligations remain outstanding. The First Priority Lien Collateral Agent further agrees to take all other action reasonably requested by the Second Priority Lien Collateral Agent in connection with the Second Priority Lien Collateral Agent obtaining a first first-priority interest in the Collateral or as a court of competent jurisdiction may otherwise direct. (ve) Subject to the terms of this Agreement, so long as the Discharge of First Priority Lien Obligations has not occurred, the First Priority Lien Collateral Agent shall be entitled to deal with the Pledged Collateral or Collateral within its “control” in accordance with the terms of this Agreement and other First Priority Collateral Lien Credit Documents as if the Liens of the Second Priority Lien Collateral Agent or and Second Priority Creditors Lien Claimholders did not exist.

Bailee for Perfection. Until the Discharge of First Priority Obligations has occurred: (i) The First Priority Agent as Term Collateral Agent agrees to hold that part of the TL Priority Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC, including, but not limited to, the Earnings Accounts UCC (such TL Priority Collateral being the “Pledged TL Priority Collateral”) as collateral agent for the First Priority Creditors Term Secured Parties and as bailee for and, with respect to any collateral that cannot be perfected in such manner, as agent for, the Second Priority ABL Collateral Agent (such bailment being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2), 9-106(a) and 9-313(c) on behalf of the UCCABL Secured Parties) and any assignee thereof solely for the purpose of perfecting the security interest granted under the First Priority Loan Term Documents and the Second Priority Loan ABL Documents, respectively, subject to the terms and conditions of this Section 5.52.4(e). (ii) Subject to the terms of this Agreement, until the Discharge of Term Obligations has occurred, the Term Collateral Agent shall be entitled to deal with the Pledged TL Priority Collateral in accordance with the terms of the Term Documents as if the Liens of the ABL Collateral Agent under the ABL Security Documents did not exist. The First Priority rights of the ABL Collateral Agent as shall at all times be subject to the terms of this Agreement and to the Term Collateral Agent’s rights under the Term Documents. (iii) The Term Collateral Agent shall have no obligation whatsoever to the First Priority Creditorsany Term Secured Party, the Second Priority Agent, ABL Collateral Agent or any Second Priority Creditor, ABL Secured Party to ensure that the Pledged TL Priority Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section 5.52.4(e). The duties or responsibilities of the First Priority Term Collateral Agent under this Section 5.5 2.4(e) shall be limited solely to holding the Pledged TL Priority Collateral as bailee or agent in accordance with this Section 5.5 and delivering the Pledged Collateral upon a Discharge of First Priority Obligations as provided in paragraph 2.4(e). (iv) below. (iii) The First Priority Term Collateral Agent acting pursuant to this Section 5.5 2.4(e) shall not have by reason of any Collateral Documentthe Term Security Documents, the ABL Security Documents, this Agreement or any other document a fiduciary relationship in respect of the First Priority Creditorsany Term Secured Party, the Second Priority ABL Collateral Agent or any Second Priority CreditorABL Secured Party. (ivv) Upon the Discharge of First Priority Obligationsthe Term Obligations under the Term Documents to which the Term Collateral Agent is a party, the First Priority Term Collateral Agent shall deliver or cause to be delivered the remaining Pledged TL Priority Collateral (if any) in its possession or in the possession of its agents or bailees, together with any necessary endorsements, first, to the Second Priority ABL Collateral Agent to the extent Second Priority ABL Obligations remain outstanding, and second, to the Borrowers applicable Grantor to the extent no First Priority Term Obligations or Second Priority ABL Obligations remain outstanding (in each case, so as to allow such Person to obtain possession or control of such Pledged TL Priority Collateral); provided that, ) and will cooperate with the ABL Collateral Agent in each case, assigning (without recourse to or warranty by the First Priority Agent shall be entitled to rely on certifications from the Second Priority Term Collateral Agent or the Borrowers, as the case may be, as to whether any Second Term Secured Party or agent or bailee thereof) control over any other Pledged TL Priority Obligations remain outstandingCollateral under its control. The First Priority Term Collateral Agent further agrees to take all other action reasonably requested by the Second Priority Agent such Person in connection with the Second Priority Agent such Person obtaining a first priority interest in the Pledged TL Priority Collateral or as a court of competent jurisdiction may otherwise direct. (vvi) Subject Notwithstanding anything to the terms of this Agreementcontrary herein, so long as if, for any reason, any ABL Obligations remain outstanding upon the Discharge of the Term Obligations, all rights of the Term Collateral Agent hereunder and under the Term Security Documents or the ABL Security Documents (1) with respect to the delivery and control of any part of the TL Priority Collateral, and (2) to direct, instruct, vote upon or otherwise influence the maintenance or disposition of such TL Priority Collateral, shall immediately, and (to the extent permitted by law) without further action on the part of either of the ABL Collateral Agent or the Term Collateral Agent, pass to the ABL Collateral Agent, who shall thereafter hold such rights for the benefit of the ABL Secured Parties. Each of the Term Collateral Agent and the Grantors agrees that it will, if any ABL Obligations remain outstanding upon the Discharge of the Term Obligations, take any other action required by any law or reasonably requested by the ABL Collateral Agent, in connection with the ABL Collateral Agent’s establishment and perfection of a First Priority Obligations has not occurredsecurity interest in the TL Priority Collateral. (vii) Notwithstanding anything to the contrary contained herein, if for any reason, prior to the Discharge of the ABL Obligations, the First Term Collateral Agent acquires possession of any Pledged ABL Priority Collateral, the Term Collateral Agent shall hold same bailee and/or agent to the same extent as is provided in preceding clause (i) with respect to Pledged TL Priority Collateral, provided that as soon as is practicable the Term Collateral Agent shall deliver or cause to be entitled delivered such Pledged ABL Priority Collateral to deal the ABL Collateral Agent in a manner otherwise consistent with the Pledged Collateral or Collateral within its “control” in accordance with the terms requirements of this Agreement and other First Priority Collateral Documents as if the Liens of the Second Priority Agent or Second Priority Creditors did not existpreceding clause (v).

Bailee for Perfection. Until the Discharge of First Priority Obligations has occurred: (ia) The First Priority Agent as Lien Collateral Agent agrees to hold that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC, including, but not limited to, the Earnings Accounts UCC (such Collateral being the “Pledged Collateral”) as collateral agent for the First Priority Creditors Lien Claimholders and as bailee for the Second Priority Lien Collateral Agent (such bailment being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2), 9-106(a) and 9-313(c) of the UCC) and any assignee solely for the purpose of perfecting the security interest granted under the First Priority Lien Loan Documents and the Second Priority Lien Loan Documents, respectively, subject to the terms and conditions of this Section 5.55.4. (iib) The As holder of possession or control of the Pledged Collateral, the First Priority Agent as Lien Collateral Agent shall have no duty or obligation whatsoever to the First Priority CreditorsLien Claimholders, the Second Priority Agent, Lien Collateral Agent or any Second Priority CreditorLien Claimholder of any kind, including any obligation to ensure that the Pledged Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section 5.55.4. The duties or responsibilities of the First Priority Lien Collateral Agent under this Section 5.5 5.4 shall be limited solely to holding the Pledged Collateral as bailee in accordance with this Section 5.5 5.4 and delivering the Pledged Collateral upon a Discharge of First Priority Lien Obligations as provided in paragraph (ivd) below. (iiic) The First Priority Lien Collateral Agent acting pursuant to this Section 5.5 5.4 shall not have by reason of any the First Lien Collateral DocumentDocuments, the Second Lien Collateral Documents, this Agreement or any other document a fiduciary relationship in respect of the First Priority CreditorsLien Claimholders, the Second Priority Lien Collateral Agent or any Second Priority CreditorLien Claimholder. (ivd) Upon the Discharge of First Priority ObligationsLien Obligations under the First Lien Loan Documents to which the First Lien Collateral Agent is a party, the First Priority Lien Collateral Agent shall shall, except as a court of competent jurisdiction may otherwise direct, deliver the remaining Pledged Collateral (if any) together with any necessary endorsements, first, to the Second Priority Lien Collateral Agent to the extent Second Priority Lien Obligations remain outstanding, and second, to the Borrowers Borrower to the extent no First Priority Lien Obligations or Second Priority Lien Obligations remain outstanding (in each case, so as to allow such Person to obtain possession or control of such Pledged Collateral); provided that, in each case. At the expense of the Grantors, the First Priority Agent shall be entitled to rely on certifications from the Second Priority Agent or the Borrowers, as the case may be, as to whether any Second Priority Obligations remain outstanding. The First Priority Lien Collateral Agent further agrees to take all other action reasonably requested by the Second Priority Lien Collateral Agent in connection with the Second Priority release by the First Lien Collateral Agent obtaining a first priority interest in of its Lien on the Collateral or as a court of competent jurisdiction may otherwise directCollateral. (ve) Subject to the terms of this Agreement, so as long as the Discharge of First Priority Lien Obligations has not occurred, the First Priority Lien Collateral Agent shall be entitled to deal with the Pledged Collateral or Collateral within its “control” in accordance with the terms of this Agreement and the other First Priority Collateral Lien Loan Documents as if the Liens of the Second Priority Agent or Second Priority Creditors did not existwithout regard to this Section 5.4.

Bailee for Perfection. Until the Discharge of First Priority Obligations has occurred: (ia) The First Priority Agent as Lien Collateral Agent agrees to hold that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC, including, but not limited to, the Earnings Accounts UCC (such Collateral being the “Pledged Collateral”) as collateral agent for the First Priority Creditors Lien Claimholders and as bailee for the Second Priority Lien Collateral Agent (such bailment being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2), 9-106(a) and 9-313(c) of the UCC) and any assignee solely for the purpose of perfecting the security interest granted under the First Priority Lien Loan Documents and the Second Priority Lien Loan Documents, respectively, subject to the terms and conditions of this Section 5.55.4. (iib) The First Priority Agent as Lien Collateral Agent shall have no obligation whatsoever to the First Priority CreditorsLien Claimholders, the Second Priority Agent, Lien Collateral Agent or any Second Priority Creditor, Lien Claimholder to ensure that the Pledged Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section 5.55.4. The duties or responsibilities of the First Priority Lien Collateral Agent under this Section 5.5 5.4 shall be limited solely to holding the Pledged Collateral as bailee in accordance with this Section 5.5 5.4 and delivering the Pledged Collateral upon a Discharge of First Priority Lien Obligations as provided in paragraph (ivd) below. (iiic) The First Priority Lien Collateral Agent acting pursuant to this Section 5.5 5.4 shall not have by reason of any the First Lien Collateral DocumentDocuments, the Second Lien Collateral Documents, this Agreement or any other document a fiduciary relationship in respect of the First Priority CreditorsLien Claimholders, the Second Priority Lien Collateral Agent or any Second Priority CreditorLien Claimholder. (ivd) Upon the Discharge of First Priority ObligationsLien Obligations under the First Lien Loan Documents to which the First Lien Collateral Agent is a party, the First Priority Lien Collateral Agent shall deliver the remaining Pledged Collateral (if any) together with any necessary endorsements, first, to the Second Priority Lien Collateral Agent to the extent Second Priority Lien Obligations remain outstanding, and second, to the Borrowers Company to the extent no First Priority Lien Obligations or Second Priority Lien Obligations remain outstanding (in each case, so as to allow such Person to obtain possession or control of such Pledged Collateral); provided that, in each case, the First Priority Agent shall be entitled to rely on certifications from the Second Priority Agent or the Borrowers, as the case may be, as to whether any Second Priority Obligations remain outstanding. The First Priority Lien Collateral Agent further agrees to take all other action reasonably requested by the Second Priority Lien Collateral Agent in connection with the Second Priority Lien Collateral Agent obtaining a first priority interest in the Collateral or as a court of competent jurisdiction may otherwise direct. (v) Subject to the terms of this Agreement, so long as the Discharge of First Priority Obligations has not occurred, the First Priority Agent shall be entitled to deal with the Pledged Collateral or Collateral within its “control” in accordance with the terms of this Agreement and other First Priority Collateral Documents as if the Liens of the Second Priority Agent or Second Priority Creditors did not exist.

Bailee for Perfection. Until the Discharge of First Priority Obligations has occurred: (ia) The First Priority ABL Agent as Collateral and Notes Agent agrees each agree to hold or control that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees) ), to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC, including, but not limited to, the Earnings Accounts UCC or other applicable law (such Collateral being referred to as the “Pledged Collateral”) ), as gratuitous bailee and as a non-fiduciary agent for the First Priority Creditors benefit of and on behalf of Notes Agent or ABL Agent, as bailee for the Second Priority Agent applicable (such bailment and agency being intended, among other things, to satisfy the requirements of possession or control under Sections 8-106(d)(3), 8-301(a)(2), 9-106(a) 313(c), 9-104, 9-105, 9-106, and 9-313(c) 107 of the UCC) and any assignee ), solely for the purpose of perfecting the security interest granted under the First Priority Loan Notes Documents and or the Second Priority ABL Loan Documents, respectivelyas applicable, subject to the terms and conditions of this Section 5.55.4. Notes Agent and the other Notes Claimholders hereby appoint ABL Agent as their gratuitous bailee for the purposes of perfecting their security interest in all Pledged Collateral in which ABL Agent has a perfected security interest under the UCC. ABL Agent and the other ABL Claimholders hereby appoint Notes Agent as their gratuitous bailee for the purposes of perfecting their security interest in all Pledged Collateral in which Notes Agent has a perfected security interest under the UCC. Each of ABL Agent and Notes Agent hereby accept such appointments pursuant to this Section 5.4(a) and acknowledge and agree that it shall act for the benefit of and on behalf of the other Agent and the applicable other Claimholders with respect to any Pledged Collateral and that any proceeds received by ABL Agent or Notes Agent, as the case may be, under any Pledged Collateral shall be applied in accordance with Section 4. Unless and until the Discharge of Notes Obligations, ABL Agent agrees to promptly notify Notes Agent of any Pledged Collateral constituting Notes Priority Collateral held by it or known by it to be held by any other ABL Claimholders, and, immediately upon the request of Notes Agent in writing at any time prior to the Discharge of Notes Obligations, ABL Agent agrees to deliver to Notes Agent any such Pledged Collateral held by it or by any other ABL Claimholders, together with any necessary endorsements (or otherwise allow Notes Agent to obtain control of such Pledged Collateral). Unless and until the Discharge of ABL Obligations, Notes Agent agrees to promptly notify ABL Agent of any Pledged Collateral constituting ABL Priority Collateral held by it or known by it to be held by any other Notes Claimholders, and, immediately upon the request of ABL Agent in writing at any time prior to the Discharge of ABL Obligations, Notes Agent agrees to deliver to ABL Agent any such Pledged Collateral held by it or by any other Notes Claimholders, together with any necessary endorsements (or otherwise allow ABL Agent to obtain control of such Pledged Collateral). ABL Agent hereby agrees that upon the Discharge of ABL Obligations, upon the written request of Notes Agent, to the extent that the applicable control agreement is in full force and effect and has not been terminated, ABL Agent shall continue to act as such a gratuitous bailee and non-fiduciary agent for Notes Agent (solely for the purpose of perfecting the security interest granted under the Notes Documents and at the expense of Grantors) with respect to the deposit account or securities account that is the subject of such control agreement, until the earlier to occur of (x) 30 days after the date when the Discharge of ABL Obligations has occurred, and (y) the date when a control agreement is executed in favor of Notes Agent with respect to such deposit account or securities account. (iib) The First Priority ABL Agent as Collateral Agent and the other ABL Claimholders shall have no obligation whatsoever to the First Priority Creditors, the Second Priority Agent, Notes Agent or any Second Priority Creditor, other Notes Claimholder to ensure that the Pledged Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person person except as expressly set forth in this Section 5.55.4. Notes Agent and the other Notes Claimholders shall have no obligation whatsoever to ABL Agent or any other ABL Claimholder to ensure that the Pledged Collateral is genuine or owned by any of Grantors or to preserve rights or benefits of any person except as expressly set forth in this Section 5.4. The duties or responsibilities of the First Priority ABL Agent under this Section 5.5 5.4 shall be limited solely to holding or controlling the Pledged Collateral as a gratuitous bailee and a non-fiduciary agent in accordance with this Section 5.5 5.4 and delivering the Pledged Collateral upon a Discharge of First Priority ABL Obligations as provided in paragraph (ivd) belowof this Section 5.4. The duties or responsibilities of Notes Agent under this Section 5.4 shall be limited solely to holding or controlling the Pledged Collateral as a gratuitous bailee and a non-fiduciary agent in accordance with this Section 5.4 and delivering the Pledged Collateral upon a Discharge of Notes Obligations as provided in paragraph (e) of this Section 5.4. (iiic) The First Priority ABL Agent acting pursuant to this Section 5.5 5.4 shall not have by reason of any the ABL Collateral DocumentDocuments, the Notes Collateral Documents, or this Agreement or any other document a fiduciary relationship in respect of the First Priority Creditors, the Second Priority Notes Agent or any Second Priority Creditorother Notes Claimholder. Notes Agent acting pursuant to this Section 5.4 shall not have by reason of the ABL Collateral Documents, the Notes Collateral Documents, or this Agreement a fiduciary relationship in respect of ABL Agent or any other ABL Claimholder. (ivd) Upon ABL Agent shall transfer to Notes Agent (i) any proceeds of any ABL Priority Collateral in which Notes Agent continues to hold a security interest remaining following any sale, transfer or other disposition of such ABL Priority Collateral (in each case, unless Notes Agent’s Lien on all such ABL Priority Collateral is terminated and released prior to or concurrently with such sale, transfer, disposition, payment or satisfaction), following the Discharge of First Priority ABL Obligations, or (ii) if ABL Agent is in possession of all or any part of such ABL Priority Collateral after the First Discharge of ABL Obligations, such ABL Priority Collateral or any part thereof remaining, in each case without representation or warranty on the part of ABL Agent or any other ABL Claimholder. At such time, ABL Agent further agrees to take all other action reasonably requested by Notes Agent in writing at the expense of the Grantors (including amending any outstanding control agreements) to enable Notes Agent to obtain a first-priority security interest in the Collateral. To the extent no Notes Obligations that are secured by such Pledged Collateral remain outstanding as confirmed in writing by Notes Agent (so as to allow such person to obtain possession or control of such Pledged Collateral), ABL Agent shall deliver the remaining Pledged Collateral (if any) together with any necessary endorsementsendorsements to Company. Without limiting the foregoing, firstNotes Agent agrees for itself and each other Notes Claimholder that neither ABL Agent nor any other ABL Claimholder will have any duty or obligation first to marshal or realize upon the ABL Priority Collateral, or to sell, dispose of or otherwise liquidate all or any portion of the ABL Priority Collateral, in any manner that would maximize the return to the Second Notes Claimholders, notwithstanding that the order and timing of any such realization, sale, disposition or liquidation may affect the amount of proceeds actually received by the Notes Claimholders from such realization, sale, disposition or liquidation. (e) Notes Agent shall transfer to ABL Agent (i) any proceeds of any Notes Priority Collateral in which ABL Agent continues to the extent Second hold a security interest remaining following any sale, transfer or other disposition of such Notes Priority Obligations remain outstanding, and second, to the Borrowers to the extent no First Priority Obligations or Second Priority Obligations remain outstanding Collateral (in each case, so as unless ABL Agent’s Lien on all such Notes Priority Collateral is terminated and released prior to allow or concurrently with such Person to obtain sale, transfer, disposition, payment or satisfaction), following the Discharge of Notes Obligations, or (ii) if Notes Agent is in possession of all or control any part of such Pledged Collateral); provided thatNotes Priority Collateral after the Discharge of Notes Obligations, such Notes Priority Collateral or any part thereof remaining, in each case, case without representation or warranty on the First Priority Agent shall be entitled to rely on certifications from the Second Priority part of Notes Agent or the Borrowersany other Notes Claimholder. At such time, as the case may be, as to whether any Second Priority Obligations remain outstanding. The First Priority Notes Agent further agrees to take all other action reasonably requested by the Second Priority ABL Agent in connection with the Second Priority Agent obtaining a first priority interest in the Collateral or as a court of competent jurisdiction may otherwise direct. writing (v) Subject to the terms of this Agreement, so long as the Discharge of First Priority Obligations has not occurred, the First Priority Agent shall be entitled to deal with the Pledged Collateral or Collateral within its “including amending any outstanding control” in accordance with the terms of this Agreement and other First Priority Collateral Documents as if the Liens of the Second Priority Agent or Second Priority Creditors did not exist.

Bailee for Perfection. Until the Discharge of First Priority Obligations has occurred: (ia) The First Priority Agent as Revolving Collateral Agent agrees and the Notes Collateral Agent each agree to hold or control that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC, including, but not limited to, the Earnings Accounts UCC or other applicable law (such Collateral being Collateral, the “Pledged Collateral”) ), as gratuitous bailee and as a non-fiduciary agent for the First Priority Creditors benefit of and on behalf of the Notes Collateral Agent or the Revolving Collateral Agent, as bailee for the Second Priority Agent applicable (such bailment and agency being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3)106, 8-301(a)(2), 9-106(a) 313(c), 9-104, 9-105, 9-106, and 9-313(c) 107 of the UCC) and any assignee ), solely for the purpose of perfecting the security interest granted under the First Priority Loan Notes Documents and or the Second Priority Revolving Loan Documents, respectivelyas applicable, subject to the terms and conditions of this Section 5.55.4. The Notes Collateral Agent and the Notes Claimholders hereby appoint the Revolving Collateral Agent as their gratuitous bailee for the purposes of perfecting their security interest in all Pledged Collateral in which the Revolving Collateral Agent has a perfected security interest under the UCC. The Revolving Collateral Agent and the Revolving Claimholders hereby appoint the Notes Collateral Agent as their gratuitous bailee for the purposes of perfecting their security interest in all Pledged Collateral in which the Notes Collateral Agent has a perfected security interest under the UCC. Each of the Revolving Collateral Agent and the Notes Collateral Agent hereby accepts such appointments pursuant to this Section 5.4(a) and acknowledges and agrees that it shall act for the benefit of and on behalf of the other Claimholders with respect to any Pledged Collateral and that any Proceeds received by the Revolving Collateral Agent or the Notes Collateral Agent, as the case may be, under any Pledged Collateral shall be applied in accordance with Section 4. Unless and until the Discharge of the Revolving Obligations occurs, the Notes Collateral Agent agrees to promptly notify the Revolving Collateral Agent of any Pledged Collateral constituting Revolving Priority Collateral held by it or known by it to be held by any other Notes Claimholders, and, immediately upon the request of the Revolving Collateral Agent at any time prior to the Discharge of the Revolving Obligations, the Notes Collateral Agent agrees to deliver to the Revolving Collateral Agent any such Pledged Collateral constituting Revolving Priority Collateral held by it or by any Notes Claimholders, together with any necessary endorsements (or otherwise allow the Revolving Collateral Agent to obtain control of such Pledged Collateral). Unless and until the Discharge of the Notes Obligations occurs, the Revolving Collateral Agent agrees to promptly notify the Notes Collateral Agent of any Pledged Collateral constituting Notes Priority Collateral held by it or known by it to be held by any other Revolving Claimholders, and, immediately upon the request of the Notes Collateral Agent at any time prior to the Discharge of the Notes Obligations, the Revolving Collateral Agent agrees to deliver to the Notes Collateral Agent any such Pledged Collateral constituting Notes Priority Collateral held by it or by any Revolving Claimholders, together with any necessary endorsements (or otherwise allow the Notes Collateral Agent to obtain control of such Pledged Collateral). Until the Discharge of Revolving Obligations, the Revolving Collateral Agent will Control (as defined in Sections 8-106, 9-104 and 9-106 of the UCC, as applicable) any Collateral constituting deposit accounts, securities accounts or commodity accounts and controlled by the Revolving Collateral Agent as gratuitous bailee and as a non-fiduciary agent for the benefit of and on behalf of the Notes Collateral Agent as secured party solely for the purpose of perfecting the security interest granted under the Notes Documents and subject to the terms and conditions of this Section 5.4; provided, that upon the Discharge of Revolving Obligations, the Revolving Collateral Agent shall cooperate to have any control agreements with respect to such Collateral assigned to the Notes Collateral Agent and continue to hold such Collateral pursuant to this clause until the earlier of the date (i) on which the Notes Collateral Agent has obtained control thereof for the purpose of perfecting its security interest, and (ii) which is sixty (60) days (or such longer period agreed to by the Revolving Collateral Agent in its sole discretion) after the Discharge of Revolving Obligations. (iib) The First Priority Agent as Revolving Collateral Agent shall have no obligation whatsoever to the First Priority Creditors, the Second Priority Agent, Notes Collateral Agent or any Second Priority Creditor, Notes Claimholder to ensure that the Pledged Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person person except as expressly set forth in this Section 5.55.4. The Notes Collateral Agent shall have no obligation whatsoever to the Revolving Collateral Agent or any Revolving Claimholder to ensure that the Pledged Collateral is genuine or owned by any of Grantors or to preserve rights or benefits of any person except as expressly set forth in this Section 5.4. The duties or responsibilities of the First Priority Revolving Collateral Agent under this Section 5.5 5.4 shall be limited solely to holding or controlling the Pledged Collateral as bailee and agent in accordance with this Section 5.5 5.4 and delivering the Pledged Collateral upon a Discharge of First Priority Revolving Obligations as provided in paragraph (ivd) belowof this Section 5.4. The duties or responsibilities of the Notes Collateral Agent under this Section 5.4 shall be limited solely to holding or controlling the Pledged Collateral as bailee and agent in accordance with this Section 5.4 and delivering the Pledged Collateral upon a Discharge of Notes Obligations as provided in paragraph (e) of this Section 5.4. (iiic) The First Priority Revolving Collateral Agent acting pursuant to this Section 5.5 5.4 shall not have by reason of any the Revolving Collateral DocumentDocuments, the Notes Collateral Documents, or this Agreement or any other document a fiduciary relationship in respect of the First Priority Creditors, the Second Priority Notes Collateral Agent or any Second Priority CreditorNotes Claimholder. The Notes Collateral Agent acting pursuant to this Section 5.4 shall not have by reason of the Revolving Collateral Documents, the Notes Collateral Documents, or this Agreement a fiduciary relationship in respect of the Revolving Collateral Agent or any Revolving Claimholder. (ivd) Upon the Discharge of First Priority Revolving Obligations, the First Priority Revolving Collateral Agent shall deliver the remaining Pledged Collateral (if any) together with any necessary endorsements, first, endorsements to the Second Priority Notes Collateral Agent to the extent Second Priority Obligations remain outstanding, and second, to the Borrowers to the extent no First Priority Obligations or Second Priority Notes Obligations remain outstanding (as confirmed in each case, so as to allow writing by the Notes Collateral Agent. At such Person to obtain possession or control of such Pledged Collateral); provided that, in each casetime, the First Priority Agent shall be entitled to rely on certifications from the Second Priority Agent or the Borrowers, as the case may be, as to whether any Second Priority Obligations remain outstanding. The First Priority Revolving Collateral Agent further agrees to take all other action reasonably requested by the Second Priority Notes Collateral Agent in connection with at the Second Priority expense of the Parent to enable the Notes Collateral Agent obtaining to obtain a first priority security interest in the Collateral to the extent required by the Notes Collateral Documents. To the extent no Notes Obligations that are secured by such Pledged Collateral remain outstanding as confirmed in writing by the Notes Collateral Agent (so as to allow such person to obtain possession or as a court control of competent jurisdiction may otherwise directsuch Pledged Collateral), the Revolving Collateral Agent shall deliver the remaining Pledged Collateral (if any) together with any necessary endorsements to the Parent. (ve) Subject to the terms of this Agreement, so long as Upon the Discharge of First Priority Obligations has not occurredNotes Obligations, the First Priority Notes Collateral Agent shall be entitled to deal with deliver the remaining Pledged Collateral or (if any) together with any necessary endorsements to the Revolving Collateral within its “control” Agent to the extent Revolving Obligations remain outstanding as confirmed in accordance with writing by the terms of this Agreement and Revolving Collateral Agent. At such time, the Notes Collateral Agent further agrees to take all other First Priority action reasonably requested by the Revolving Collateral Documents as if Agent at the Liens expense of the Second Priority Parent to enable the Revolving Collateral Agent to obtain a first priority security interest in the Collateral to the extent required by the Revolving Collateral Documents. To the extent no Revolving Obligations that are secured by such Pledged Collateral remain outstanding as confirmed in writing by the Revolving Collateral Agent (so as to allow such person to obtain possession or Second Priority Creditors did not existcontrol of such Pledged Collateral), the Notes Collateral Agent shall deliver the remaining Pledged Collateral (if any) together with any necessary endorsements to the Parent.

Bailee for Perfection. Until the Discharge of First Priority Obligations has occurred: (ia) The First Priority Revolver Agent as Collateral and Term Loan Agent agrees each agree to hold or control that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees) ), to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC, including, but not limited to, the Earnings Accounts PPSA or other applicable law (such Collateral being referred to as the “Pledged Collateral”) ), as bailee and as a non-fiduciary agent for the First Priority Creditors and Term Loan Agent or Revolver Agent, as bailee for the Second Priority Agent applicable (such bailment and agency being intended, among other things, to satisfy the requirements of possession or control under the PPSA or Sections 8-106(d)(3), 8-301(a)(2), 9-106(a) 31.3(c), 9-104, 9-105, 9-106, and 9-313(c) 107 of the UCC) and any assignee ), solely for the purpose of perfecting the security interest granted under the First Priority Term Loan Documents and or the Second Priority Revolver Loan Documents, respectivelyas applicable, subject to the terms and conditions of this Section 5.55.4. Unless and until the Discharge of Revolver Priority Obligations, Term Loan Agent agrees to promptly notify Revolver Agent of any Pledged Collateral that is Revolver Priority Collateral held by it or by any Term Loan Claimholders, and, immediately upon the request of Revolver Agent at any time prior to the Discharge of Revolver Priority Obligations, Term Loan Agent agrees to deliver to Revolver Agent any such Pledged Collateral held by it or by any Term Loan Claimholders, together with any necessary endorsements (or otherwise allow Revolver Agent to obtain possession or control of such Pledged Collateral). Revolver Agent hereby agrees that upon the Discharge of Revolver Priority Obligations, upon the written request of Term Loan Agent, to the extent that the applicable control agreement is in full force and effect and has not been terminated, Revolver Agent shall continue to act as such a bailee and non-fiduciary agent for Term Loan Agent (solely for the purpose of perfecting the security interest granted under the Term Loan Documents and at the expense of Term Loan Agent) with respect to the deposit account or securities account that is the subject of such control agreement, until the earlier to occur of (x) 30 days after the date when the Discharge of Revolver Priority Obligations has occurred, and (y) the date when a control agreement is executed in favor of Term Loan Agent with respect to such deposit account or securities account. Unless and until the Discharge of Term Loan Priority Obligations, Revolver Agent agrees to promptly notify Term Loan Agent of any Pledged Collateral that is Term Loan Priority Collateral held by it or by any Revolver Claimholders, and, immediately upon the request of Term Loan Agent at any time prior to the Discharge of Term Loan Priority Obligations, Revolver Agent agrees to deliver to Term Loan Agent any such Pledged Collateral held by it or by any Revolver Claimholders, together with any necessary endorsements (or otherwise allow Term Loan Agent to obtain control of such Pledged Collateral). Term Loan Agent hereby agrees that upon the Discharge of Term Loan Priority Obligations, upon the written request of Revolver Agent, to the extent that the applicable control agreement is in full force and effect and has not been terminated, Term Loan Agent shall continue to act as such a bailee and non-fiduciary agent for Revolver Agent (solely for the purpose of perfecting the security interest granted under the Revolver Documents and at the expense of Revolver Agent) with respect to the deposit account or securities account that is the subject of such control agreement, until the earlier to occur of (x) 30 days after the date when the Discharge of Term Loan Priority Obligations has occurred, and (y) the date when a control agreement is executed in favor of Revolver Agent with respect to such deposit account or securities account. (iib) The First Priority Agent as Collateral Revolver Agent shall have no obligation whatsoever to the First Priority Creditors, the Second Priority Agent, Term Loan Agent or any Second Priority Creditor, Term Loan Claimholder to ensure that the Pledged Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person person except as expressly set forth in this Section 5.55.4. Term Loan Agent shall have no obligation whatsoever to Revolver Agent or any Revolver Claimholder to ensure that the Pledged Collateral is genuine or owned by any of Grantors or to preserve rights or benefits of any person except as expressly set forth in this Section 5.4. The duties or responsibilities of the First Priority Revolver Agent under this Section 5.5 5.4 shall be limited solely to holding or controlling the Pledged Collateral as bailee and agent in accordance with this Section 5.5 5.4 and delivering the Pledged Collateral upon a Discharge of First Revolver Priority Obligations as provided in paragraph (ivd) belowof this Section 5.4. The duties or responsibilities of Term Loan Agent under this Section 5.4 shall be limited solely to holding or controlling the Pledged Collateral as bailee and agent in accordance with this Section 5.4 and delivering the Pledged Collateral upon a Discharge of Revolver Priority Obligations as provided in paragraph (e) of this Section 5.4. (iiic) The First Priority Revolver Agent acting pursuant to this Section 5.5 5.4 shall not have by reason of any the Revolver Collateral DocumentDocuments, the Term Loan Collateral Documents, or this Agreement or any other document a fiduciary relationship in respect of the First Priority Creditors, the Second Priority Term Loan Agent or any Second Priority CreditorTerm Loan Claimholder. Term Loan Agent acting pursuant to this Section 5.4 shall not have by reason of the Revolver Collateral Documents, the Term Loan Collateral Documents, or this Agreement a fiduciary relationship in respect of Revolver Agent or any Revolver Claimholder. (ivd) Upon the Discharge payment (or cash collateralization, as applicable) in full in cash of First all Revolver Priority Obligations, the First Priority Revolver Agent shall deliver the remaining Pledged Collateral (if any) that is Revolver Priority Collateral together with any necessary endorsements, first, to the Second Priority Term Loan Agent to the extent Second Priority Term Loan Obligations remain outstanding as confirmed in writing by Term Loan Agent, and, to the extent that Term Loan Agent confirms no Term Loan Obligations are outstanding, and second, to the Borrowers Grantors to the extent no First Priority Revolver Obligations or Second Priority Term Loan Obligations remain outstanding (in each case, so as to allow such Person person to obtain possession or control of such Pledged Collateral); provided that. At such time, in each case, the First Priority Agent shall be entitled to rely on certifications from the Second Priority Agent or the Borrowers, as the case may be, as to whether any Second Priority Obligations remain outstanding. The First Priority Revolver Agent further agrees to take all other action reasonably requested by Term Loan Agent at the Second Priority expense of Grantors (including amending any outstanding control agreements) to enable Term Loan Agent in connection with the Second Priority Agent obtaining to obtain a first priority security interest in the Collateral or as a court of competent jurisdiction may otherwise directRevolver Priority Collateral. (ve) Subject Upon the payment (or cash collateralization, as applicable) in full in cash of all Term Loan Priority Obligations, Term Loan Agent shall deliver the remaining Pledged Collateral (if any) that is Term Loan Priority Collateral together with any necessary endorsements, first, to Revolver Agent to the terms of this Agreementextent Revolver Obligations remain outstanding as confirmed in writing by Revolver Agent, and, to the extent that Revolver Agent confirms no Revolver Obligations are outstanding, second, to Grantors to the extent no Revolver Obligations or Term Loan Obligations remain outstanding (in each case, so long as to allow such person to obtain possession or control of such Pledged Collateral). At such time, Term Loan Agent further agrees to take all other action reasonably requested by Revolver Agent at the Discharge expense of First Grantors (including amending any outstanding control agreements) to enable Revolver Agent to obtain a first priority security interest in the Term Loan Priority Obligations has not occurred, the First Priority Agent shall be entitled to deal with the Pledged Collateral or Collateral within its “control” in accordance with the terms of this Agreement and other First Priority Collateral Documents as if the Liens of the Second Priority Agent or Second Priority Creditors did not existCollateral.

Bailee for Perfection. Until the Discharge of First Priority Obligations has occurred: (ia) The First Priority ABL Agent as Collateral and Notes Agent agrees each agree to hold or control that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees) ), to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC, including, but not limited to, the Earnings Accounts UCC or other applicable law (such Collateral being referred to as the “Pledged Collateral”) ), as gratuitous bailee and as a non-fiduciary agent for the First Priority Creditors benefit of and on behalf of Notes Agent or ABL Agent, as bailee for the Second Priority Agent applicable (such bailment and agency being intended, among other things, to satisfy the requirements of possession or control under Sections 8-106(d)(3), 8-301(a)(2), 9-106(a) 313(c), 9-104, 9-105, 9-106, and 9-313(c) 107 of the UCC) and any assignee ), solely for the purpose of perfecting the security interest granted under the First Priority Loan Notes Collateral Documents and or the Second Priority ABL Loan Documents, respectivelyas applicable, subject to the terms and conditions of this Section 5.55.4. Notes Agent and the other Notes Claimholders hereby appoint ABL Agent as their gratuitous bailee for the purposes of perfecting their security interest in all Pledged Collateral in which ABL Agent has a perfected security interest under the UCC. ABL Agent and the other ABL Claimholders hereby appoint Notes Agent as their gratuitous bailee for the purposes of perfecting their security interest in all Pledged Collateral in which Notes Agent has a perfected security interest under the UCC. Each of ABL Agent and Notes Agent hereby accept such appointment pursuant to this Section 5.4(a) and acknowledge and agree that it shall act for the benefit of and on behalf of the other Agent and the applicable other Claimholders with respect to any Pledged Collateral and that any proceeds received by ABL Agent or Notes Agent, as the case may be, under any Pledged Collateral shall be applied in accordance with Section 4. Unless and until the Discharge of Notes Obligations, ABL Agent agrees to promptly notify Notes Agent of any Pledged Collateral constituting Notes Priority Collateral held by it or known by it to be held by any other ABL Claimholders, and, promptly upon the request of Notes Agent in writing at any time prior to the Discharge of Notes Obligations, ABL Agent agrees to deliver to Notes Agent any such Pledged Collateral held by it or by any other ABL Claimholders, together with any necessary endorsements (or otherwise allow Notes Agent to obtain control of such Pledged Collateral). Unless and until the Discharge of ABL Obligations, Notes Agent agrees to promptly notify ABL Agent of any Pledged Collateral constituting ABL Priority Collateral held by it or known by it to be held by any other Notes Claimholders, and, promptly upon the request of ABL Agent in writing at any time prior to the Discharge of ABL Obligations, Notes Agent agrees to deliver to ABL Agent any such Pledged Collateral held by it or by any other Notes Claimholders, together with any necessary endorsements (or otherwise allow ABL Agent to obtain control of such Pledged Collateral). ABL Agent hereby agrees that upon the Discharge of ABL Obligations, to the extent that the applicable control agreement is in full force and effect and has not been terminated, ABL Agent shall continue to act as such a gratuitous bailee and non-fiduciary agent for Notes Agent (solely for the purpose of perfecting the security interest granted under the Notes Collateral Documents and at the expense of Grantors) with respect to the deposit account or securities account that is the subject of such control agreement, until the earlier to occur of (x) 30 days after the date when the Discharge of ABL Obligations has occurred, and (y) the date when a control agreement is executed in favor of Notes Agent with respect to such deposit account or securities account. (iib) The First Priority ABL Agent as Collateral Agent and the other ABL Claimholders shall have no obligation whatsoever to the First Priority Creditors, the Second Priority Agent, Notes Agent or any Second Priority Creditor, other Notes Claimholder to ensure that the Pledged Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person person except as expressly set forth in this Section 5.55.4. Notes Agent and the other Notes Claimholders shall have no obligation whatsoever to ABL Agent or any other ABL Claimholder to ensure that the Pledged Collateral is genuine or owned by any of Grantors or to preserve rights or benefits of any person except as expressly set forth in this Section 5.4. The duties or responsibilities of the First Priority ABL Agent under this Section 5.5 5.4 shall be limited solely to holding or controlling the Pledged Collateral as a gratuitous bailee and a non-fiduciary agent in accordance with this Section 5.5 5.4 and delivering the Pledged Collateral upon a Discharge of First Priority ABL Obligations as provided in paragraph (ivd) belowof this Section 5.4. The duties or responsibilities of Notes Agent under this Section 5.4 shall be limited solely to holding or controlling the Pledged Collateral as a gratuitous bailee and a non-fiduciary agent in accordance with this Section 5.4 and delivering the Pledged Collateral upon a Discharge of Notes Obligations as provided in paragraph (d) of this Section 5.4. (iiic) The First Priority ABL Agent acting pursuant to this Section 5.5 5.4 shall not have by reason of any the ABL Collateral DocumentDocuments, the Notes Collateral Documents, or this Agreement or any other document a fiduciary relationship in respect of the First Priority Creditors, the Second Priority Notes Agent or any Second Priority Creditorother Notes Claimholder. Notes Agent acting pursuant to this Section 5.4 shall not have by reason of the ABL Collateral Documents, the Notes Collateral Documents, or this Agreement a fiduciary relationship in respect of ABL Agent or any other ABL Claimholder. (ivd) Upon ABL Agent shall transfer to Notes Agent (i) any proceeds of any ABL Priority Collateral in which Notes Agent continues to hold a security interest remaining following any sale, transfer or other disposition of such ABL Priority Collateral (in each case, unless Notes Agent’s Lien on all such ABL Priority Collateral is terminated and released prior to or concurrently with such sale, transfer, disposition, payment or satisfaction and does not continue on the proceeds of such ABL Priority Collateral under Section 5.1), following the Discharge of First Priority ABL Obligations, or (ii) if ABL Agent is in possession of all or any part of such ABL Priority Collateral after the First Discharge of ABL Obligations, such ABL Priority Collateral or any part thereof remaining, in each case without representation or warranty on the part of ABL Agent or any other ABL Claimholder. At such time, ABL Agent further agrees to take all other action reasonably requested by Notes Agent in writing at the expense of the Grantors (including amending any outstanding control agreements) to enable Notes Agent to obtain a first-priority security interest in the Collateral. To the extent no Notes Obligations that are secured by such Pledged Collateral remain outstanding as confirmed in writing by Notes Agent (so as to allow such person to obtain possession or control of such Pledged Collateral), ABL Agent shall deliver the remaining Pledged Collateral (if any) together with any necessary endorsementsendorsements to Company. Without limiting the foregoing, firstNotes Agent agrees for itself and each other Notes Claimholder that neither ABL Agent nor any other ABL Claimholder will have any duty or obligation first to marshal or realize upon the ABL Priority Collateral, or to sell, dispose of or otherwise liquidate all or any portion of the ABL Priority Collateral, in any manner that would maximize the return to the Second Priority Agent to Notes Claimholders, notwithstanding that the extent Second Priority Obligations remain outstandingorder and timing of any such realization, and secondsale, to disposition or liquidation may affect the Borrowers to the extent no First Priority Obligations or Second Priority Obligations remain outstanding (in each case, so as to allow such Person to obtain possession or control amount of such Pledged Collateral); provided that, in each case, the First Priority Agent shall be entitled to rely on certifications from the Second Priority Agent or the Borrowers, as the case may be, as to whether any Second Priority Obligations remain outstanding. The First Priority Agent further agrees to take all other action reasonably requested proceeds actually received by the Second Priority Agent in connection with the Second Priority Agent obtaining a first priority interest in the Collateral Notes Claimholders from such realization, sale, disposition or as a court of competent jurisdiction may otherwise directliquidation. (v) Subject to the terms of this Agreement, so long as the Discharge of First Priority Obligations has not occurred, the First Priority Agent shall be entitled to deal with the Pledged Collateral or Collateral within its “control” in accordance with the terms of this Agreement and other First Priority Collateral Documents as if the Liens of the Second Priority Agent or Second Priority Creditors did not exist.

Bailee for Perfection. Until the Discharge of First Priority Obligations has occurred: (ia) The First Priority Agent as First-Lien Collateral Agent agrees to hold that part acquire and acknowledges it holds the Pledged Collateral or other Collateral (including any deposit accounts or securities accounts of the Collateral that is Grantors) in its possession or control (or in the possession or control of its agents or bailees) to on behalf of itself and the extent that possession or control thereof is taken to perfect a Second-Lien thereon under the UCC, including, but not limited to, the Earnings Accounts (such Collateral being the “Pledged Collateral”) as agent for the First Priority Creditors and as bailee for the Second Priority Agent (such bailment being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2), 9-106(a) and 9-313(c) of the UCC) and any assignee solely for the purpose of perfecting the security interest granted under the First Priority Loan First-Lien Documents and the Second Priority Loan Second-Lien Note Documents, respectively, subject to the terms and conditions of this Section 5.5. (iib) Until the Discharge of First-Lien Obligations has occurred, the First-Lien Collateral Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the First-Lien Documents as if the Liens of the Second-Lien Collateral Agent under the Second-Lien Security Documents did not exist. The rights of the Second-Lien Collateral Agent shall at all times be subject to the terms of this Agreement and to the First-Lien Collateral Agent's rights under the First-Lien Documents. (c) The First Priority Agent as First-Lien Collateral Agent shall have no obligation whatsoever to the First Priority Creditors, First-Lien Creditors and the Second Priority Agent, Second-Lien Collateral Agent or any Second Priority Creditor, Second-Lien Creditor to ensure assure that the Pledged Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section 5.5. The duties or responsibilities of the First Priority First-Lien Collateral Agent under this Section 5.5 shall be limited solely to holding the Pledged Collateral as bailee in accordance with this Section 5.5 and delivering the Pledged Collateral upon a Discharge of First Priority Obligations as provided in paragraph (iv) below5.5. (iiid) The First Priority First-Lien Collateral Agent acting pursuant to this Section 5.5 shall not have by reason of any Collateral Documentthe First-Lien Security Documents, the Second-Lien Security Documents, this Agreement or any other document a fiduciary relationship in respect of the First Priority First-Lien Creditors, the Second Priority Second-Lien Collateral Agent or any Second Priority other Second-Lien Creditor. The duties or responsibilities of the First-Lien Collateral Agent under this Section 5.5 shall be limited solely to (i) physically holding (or causing its agent or bailee, as applicable, to hold) any Collateral that may from time to time be in its possession or control (or in the possession or control of its agents or bailees) as agent or bailee for purposes of perfecting the Lien held by the other administrative agent and (ii) delivering the Collateral or the proceeds thereof to such Person as required by this Section 5.5. (ive) Upon Except as otherwise directed by a court of competent jurisdiction, upon the Discharge of First Priority the First-Lien Obligations, the First Priority First-Lien Collateral Agent shall deliver the remaining Pledged Collateral (if any) (or proceeds thereof) together with any necessary endorsementsendorsements or transfer control of any Collateral, first, to the Second Priority Agent to the extent Second Priority Second-Lien Collateral Agent, if any Second-Lien Obligations remain outstanding, and second, to the Borrowers to the extent no First Priority Obligations or Second Priority Obligations remain outstanding (in each case, so as to allow such Person to obtain possession or control of such Pledged Collateral); provided that, in each case, the First Priority Agent shall be entitled to rely on certifications from the Second Priority Agent Borrower or the Borrowers, as the case may be, as to whether any Second Priority relevant Grantor if no First-Lien Obligations remain outstanding. The First Priority Agent further agrees to take all other action reasonably requested by the Second Priority Agent in connection with the Second Priority Agent obtaining a first priority interest in the Collateral or as a court of competent jurisdiction may otherwise direct. (v) Subject to the terms of this Agreement, so long as the Discharge of First Priority Obligations has not occurred, the First Priority Agent shall be entitled to deal with the Pledged Collateral or Collateral within its “control” in accordance with the terms of this Agreement and other First Priority Collateral Documents as if the Liens of the Second Priority Agent or Second Priority Creditors did not exist.or

Bailee for Perfection. Until the Discharge of First Priority Obligations has occurred: (i) The First Priority Agent as Collateral Agent Each Term Representative agrees to hold that part of the Term Priority Collateral (including Common Mortgaged Collateral) that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC, including, but not limited to, the Earnings Accounts UCC or any other applicable law (such Term Priority Collateral being the “Pledged Term Priority Collateral”) as collateral agent for the First Priority Creditors Term Secured Parties and as bailee for and, with respect to any collateral that cannot be perfected in such manner, as agent for, the Second Priority ABL Agent (such bailment being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2), 9-106(a) and 9-313(c) on behalf of the UCCABL Secured Parties) and any assignee thereof solely for the purpose of perfecting the security interest granted under the First Priority Loan Term Documents and the Second Priority Loan ABL Documents, respectively, subject to the terms and conditions of this Section 5.52.4(e). (ii) Subject to the terms of this Agreement, until the Discharge of Term Obligations has occurred, each Term Representative shall be entitled to deal with the Pledged Term Priority Collateral in accordance with the terms of the Term Documents as if the Liens of the ABL Agent under the ABL Security Documents did not exist. The First Priority rights of the ABL Agent as Collateral Agent shall at all times be subject to the terms of this Agreement and to the Term Representatives’ rights under the Term Documents. (iii) The Term Representatives shall have no obligation whatsoever to the First Priority Creditors, the Second Priority Agent, ABL Agent or any Second Priority Creditor, other ABL Secured Party to ensure that the Pledged Term Priority Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section 5.52.4(e). The duties or responsibilities of the First Priority Agent Term Representatives under this Section 5.5 2.4(e) shall be limited solely to holding the Pledged Term Priority Collateral as bailee or agent in accordance with this Section 5.5 and delivering the Pledged Collateral upon a Discharge of First Priority Obligations as provided in paragraph 2.4(e). (iv) below. (iii) The First Priority Agent Term Representatives acting pursuant to this Section 5.5 2.4(e) shall not have by reason of any Collateral Documentthe Term Security Documents, the ABL Security Documents, this Agreement or any other document a fiduciary relationship in respect of the First Priority Creditors, the Second Priority ABL Agent or any Second Priority Creditorother ABL Secured Party. (ivv) Upon the Discharge of First Priority Obligationsthe Term Obligations under the Term Documents, the First Priority Agent each Term Representative shall deliver or cause to be delivered the remaining Pledged Term Priority Collateral (if any) in its possession or in the possession of its agents or bailees, together with any necessary endorsements, first, to the Second Priority ABL Agent to the extent Second Priority ABL Obligations remain outstanding, and second, to the Borrowers to the extent no First Priority Obligations or Second Priority Obligations remain outstanding applicable Grantor (in each case, so as to allow such Person to obtain possession or control of such Pledged Term Priority Collateral); provided that, ) and will cooperate with the ABL Agent in each case, the First assigning (without recourse to or warranty by such Term Representative or any other Term Secured Party or agent or bailee thereof) control over any other Pledged Term Priority Agent shall be entitled to rely on certifications from the Second Priority Agent or the Borrowers, as the case may be, as to whether any Second Priority Obligations remain outstandingCollateral under its control. The First Priority Agent Each Term Representative further agrees to take all other action reasonably requested by such Person (at the Second Priority Agent sole cost and expense of Grantors or such Person) in connection with the Second Priority Agent such Person obtaining a first priority interest in the Pledged Term Priority Collateral or as a court of competent jurisdiction may otherwise direct. (vvi) Subject Notwithstanding anything to the terms of this Agreementcontrary herein, so long as if, for any reason, any ABL Obligations remain outstanding upon the Discharge of the Term Obligations, all rights of the Term Representatives hereunder and under the Term Security Documents or the ABL Security Documents (A) with respect to the delivery and control of any part of the Term Priority Collateral, and (B) to direct, instruct, vote upon or otherwise influence the maintenance or Disposition of such Term Priority Collateral, shall immediately, and (to the extent permitted by law) without further action on the part of either of the ABL Agent or the Term Representatives, pass to the ABL Agent, who shall thereafter hold such rights for the benefit of the ABL Secured Parties. Each of the Term Representatives and the Grantors agrees that it will, if any ABL Obligations remain outstanding upon the Discharge of the Term Obligations, take any other action required by any law or reasonably requested by the ABL Agent in connection with the ABL Agent’s establishment and perfection of a First Priority Obligations has security interest in the Term Priority Collateral, at the expense of the Grantors or if not occurredpaid by the Grantors, the First ABL Agent, and subject in all cases to any ABL Permitted Liens and to Section 2.4(f). (vii) Notwithstanding anything to the contrary contained herein, if for any reason, prior to the Discharge of the ABL Obligations, any Term Representative acquires possession of any Pledged ABL Priority Collateral, such Term Representative shall hold the same as bailee and/or agent to the same extent as is provided in the preceding clause (i) with respect to Pledged Term Priority Collateral, provided that as soon as is practicable such Term Representative shall deliver or cause to be delivered such Pledged ABL Priority Collateral to the ABL Agent shall be entitled to deal in a manner otherwise consistent with the Pledged Collateral or Collateral within its “control” in accordance with the terms requirements of this Agreement and other First Priority Collateral Documents as if the Liens of the Second Priority Agent or Second Priority Creditors did not existpreceding clause (v).

Bailee for Perfection. Until the Discharge of First Priority Obligations has occurred: (ia) The First Priority Agent as ABL Collateral Agent agrees and the Term Collateral Agent each agree to hold or control that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC, including, but not limited to, the Earnings Accounts (such Collateral, which shall include Collateral subject to deposit account control agreements or security account control agreements, being referred to as the “Pledged Collateral”) ), as gratuitous bailee and as a non-fiduciary agent for the First Priority Creditors and Term Collateral Agent or the ABL Collateral Agent, as bailee for the Second Priority Agent applicable (such bailment and agency being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2), 9-106(a) 313(c), 9-104, 9-105, 9-106, and 9-313(c) 107 of the UCC) and any assignee ), solely for the purpose of perfecting the security interest granted under the First Priority Term Loan Documents and or the Second Priority ABL Loan Documents, respectivelyas applicable, subject to the terms and conditions of this Section 5.55.4. The Term Collateral Agent and the other Term Claimholders hereby appoint the ABL Collateral Agent as their gratuitous bailee for the purposes of perfecting their security interest in all Pledged Collateral in which the ABL Collateral Agent has a perfected security interest under the UCC. The ABL Collateral Agent and the other ABL Claimholders hereby appoint the Term Collateral Agent as their gratuitous bailee for the purposes of perfecting their security interest in all Pledged Collateral in which the Term Collateral Agent has a perfected security interest under the UCC. Each of the ABL Collateral Agent and the Term Collateral Agent hereby accept such appointments pursuant to this Section 5.4(a) and acknowledges and agrees that it shall act for the benefit of the Claimholders of the other Class with respect to any Pledged Collateral and that any proceeds received by the ABL Collateral Agent or the Term Collateral Agent, as the case may be, under any Pledged Collateral shall be applied in accordance with Section 4. Unless and until the Discharge of ABL Obligations has occurred, the Term Collateral Agent agrees to promptly notify the ABL Collateral Agent of any Pledged Collateral constituting ABL Priority Collateral held or controlled by it (or its agents or bailees, other than the ABL Collateral Agent) or actually known by it to be held or controlled by any other Term Claimholders, and at any time prior to the Discharge of ABL Obligations, the Term Collateral Agent and each other Term Claimholder agrees to deliver to the ABL Collateral Agent any such Pledged Collateral held by it, together with any necessary endorsements (or otherwise allow the ABL Collateral Agent to obtain control of such Pledged Collateral). Subject to Section 3.9(b) and except as otherwise provided in Section 4.2 in respect of Proceeds of Term Priority Collateral, unless and until the Discharge of Term Obligations has occurred, the ABL Collateral Agent agrees to promptly notify the Term Collateral Agent in writing of any Pledged Collateral constituting Term Priority Collateral held or controlled by it (or its agents or bailees, other than the Term Collateral Agent) or actually known by it to be held by any other ABL Claimholders, and at any time prior to the Discharge of Term Obligations, the ABL Collateral Agent and each other ABL Claimholder agrees to deliver to the Term Collateral Agent any such Pledged Collateral held by it, together with any necessary endorsements (or otherwise allow the Term Collateral Agent to obtain control of such Pledged Collateral). (iib) Subject to the terms of this Agreement, until the Discharge of ABL Obligations has occurred, the ABL Collateral Agent shall be entitled to deal with the ABL Priority Collateral in accordance with the terms of the ABL Loan Documents as if the Liens of the Term Collateral Agent under the Term Loan Documents did not exist. The rights of the Term Collateral Agent in respect of any ABL Priority Collateral shall at all times be subject to the terms of this Agreement. (c) Subject to the terms of this Agreement, until the Discharge of Term Obligations has occurred, the Term Collateral Agent shall be entitled to deal with the Term Priority Collateral in accordance with the terms of the Term Loan Documents as if the Liens of the ABL Collateral Agent under the ABL Loan Documents did not exist. The rights of the ABL Collateral Agent in respect of any Term Priority Collateral shall at all times be subject to the terms of this Agreement. (d) The First Priority Agent as ABL Collateral Agent shall have no obligation whatsoever to the First Priority Creditors, the Second Priority Agent, Term Collateral Agent or any Second Priority Creditor, other Term Claimholder to ensure that the Pledged Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section 5.55.4. The Term Collateral Agent shall have no obligation whatsoever to the ABL Collateral Agent or any other ABL Claimholder to ensure that the Pledged Collateral is genuine or owned by any of Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section 5.4. The duties or responsibilities of the First Priority ABL Collateral Agent under this Section 5.5 5.4 shall be limited solely to holding or controlling the Pledged Collateral as bailee and agent in accordance with this Section 5.5 5.4 and delivering the Pledged Collateral upon a Discharge of First Priority ABL Obligations as provided in paragraph (ivf) belowof this Section 5.4. The duties or responsibilities of the Term Collateral Agent under this Section 5.4 shall be limited solely to holding or controlling the Pledged Collateral as bailee and agent in accordance with this Section 5.4 and delivering the Pledged Collateral upon a Discharge of Term Obligations as provided in paragraph (g) of this Section 5.4. (iiie) The First Priority ABL Collateral Agent acting pursuant to this Section 5.5 5.4 shall not have by reason of any the ABL Collateral DocumentDocuments, the Term Collateral Documents, this Agreement Agreement, or any other document a fiduciary relationship in respect of the First Priority Creditors, the Second Priority Term Collateral Agent or any Second Priority Creditorother Term Claimholder. The Term Collateral Agent acting pursuant to this Section 5.4 shall not have by reason of the ABL Collateral Documents, the Term Collateral Documents, this Agreement, or any other document a fiduciary relationship in respect of the ABL Collateral Agent or any other ABL Claimholder. (ivf) Upon the Discharge of First Priority ABL Obligations, the First Priority ABL Collateral Agent (i) shall deliver or cause to be delivered the remaining Pledged Collateral (if any) in its possession or in the possession of its agents or bailees (other than the Term Collateral Agent), together with any necessary endorsements, first, to the Second Priority Term Collateral Agent to the extent Second Priority Term Obligations remain outstanding as confirmed in writing by the Term Collateral Agent, and, to the extent that the Term Collateral Agent confirms no Term Obligations are outstanding, and second, to the Borrowers applicable Grantor to the extent no First Priority ABL Obligations or Second Priority Term Obligations that are secured by such Pledged Collateral remain outstanding (in each case, so as to allow such Person to obtain possession or control of such Pledged Collateral); provided that, in each case, the First Priority Agent shall be entitled to rely on certifications from the Second Priority Agent or the Borrowers, as the case may be, as to whether any Second Priority Obligations remain outstanding. The First Priority Agent further agrees to take all other action reasonably requested by the Second Priority Agent in connection with the Second Priority Agent obtaining a first priority interest in the Collateral ) or as a court of competent jurisdiction may otherwise directdirect and (ii) will cooperate with the Term Collateral Agent and such Grantor, as the case may be, in assigning (without recourse to or warranty by the ABL Collateral Agent or any other ABL Claimholder or agent or bailee thereof) control over any other ABL Priority Collateral under its control. At such time, the ABL Collateral Agent further agrees to take, at the sole cost and expense of the Borrower, all other action reasonably requested in writing by the Term Collateral Agent (including amending any outstanding control agreements) to enable the Term Collateral Agent to obtain a first priority security interest in the Collateral. (vg) Subject to the terms of this Agreement, so long as Upon the Discharge of First Priority Obligations has not occurredTerm Obligations, the First Priority Term Collateral Agent (i) shall be entitled deliver the remaining Pledged Collateral (if any) in its possession or in the possession of its agents or bailees (other than the ABL Collateral Agent) together with any necessary endorsements, first, to deal the ABL Collateral Agent to the extent the ABL Obligations remain outstanding as confirmed in writing by the ABL Collateral Agent, and, to the extent that the ABL Collateral Agent confirms no ABL Obligations are outstanding, second, to the applicable Grantor to the extent no ABL Obligations or Term Obligations that are secured by such Pledged Collateral remain outstanding (in each case, so as to allow such Person to obtain possession or control of such Pledged Collateral) or as a court of competent jurisdiction might otherwise direct and (ii) will cooperate with the Pledged ABL Collateral Agent and such Grantor, as the case may be, in assigning (without recourse to or warranty by the Term Collateral within its “control” in accordance with the terms of this Agreement and Agent or any other First Term Claimholder or agent or bailee thereof) control over any other Term Priority Collateral Documents as if under its control. At such time, the Liens Term Collateral Agent further agrees to take, at the sole cost and expense of the Second Priority Borrower, all other action reasonably requested in writing by the ABL Collateral Agent or Second Priority Creditors did not exist(including amending any outstanding control agreements) to enable the ABL Collateral Agent to obtain a first priority security interest in the Collateral.

Bailee for Perfection. Until the Discharge of (a) First Priority Obligations has occurred: (i) The First Priority Lien Agent as Collateral and Second Lien Agent agrees each agree to hold or control that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees, including any custodian or services as to motor vehicle certificates of title) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC, including, but not limited to, the Earnings Accounts UCC or other applicable law (such Collateral being referred to as the “Pledged Collateral”) ), as bailee and as a non-fiduciary agent for the Second Lien Agent or First Priority Creditors and Lien Agent, as bailee for the Second Priority Agent applicable (such bailment and agency being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2), 9-106(a) 313(c), 9-104, 9-105, 9-106, and 9-313(c) 107 of the UCC) and any assignee ), solely for the purpose of perfecting the security interest granted under the Second Lien Documents or the First Priority Loan Documents and the Second Priority Lien Loan Documents, respectivelyas applicable, subject to the terms and conditions of this Section 5.55.4. First Lien Agent and Second Lien Agent agree to enter into any servicing agreements, collateral agency agreements or similar bailment agreements with third-party agents or bailees as First Lien Agent deems appropriate for the purpose of perfecting Liens in the Pledged Collateral; provided, however, that the form of such agreement shall be reasonably satisfactory to the Second Lien Agent. Unless and until the Discharge of the First Lien Obligations, Second Lien Agent agrees to promptly notify First Lien Agent of any Pledged Collateral held by it or by any Second Lien Claimholders, and, immediately upon the request of First Lien Agent at any time prior to the Discharge of the First Lien Obligations, Second Lien Agent agrees to deliver to First Lien Agent any such Pledged Collateral held by it or by any Second Lien Claimholders, together with any necessary endorsements (or otherwise allow First Lien Agent to obtain control of such Pledged Collateral). First Lien Agent hereby agrees that upon the Discharge of the First Lien Obligations, and notwithstanding any termination of the remainder of this Agreement in connection therewith, to the extent that any applicable control agreement is in full force and effect and has not been terminated, First Lien Agent shall continue to act as such a bailee and non-fiduciary agent for Second Lien Agent (solely for the purpose of perfecting the security interest granted under the Second Lien Documents and at the expense of the Borrower and the estate established by the Second Lien Loan Agreement, and not at the expense of Second Lien Agent acting as Lender of such estate) with respect to the deposit account or securities account that is the subject of such control agreement, until the earlier to occur of (x) 30 days after the date when the Discharge of the First Lien Obligations has occurred, and (y) the date when a control agreement is executed in favor of Second Lien Agent with respect to such deposit account or securities account. (iib) The First Priority Agent as Collateral Lien Agent shall have no obligation whatsoever to the First Priority Creditors, the Second Priority Agent, Lien Agent or any Second Priority Creditor, Lien Claimholder to ensure that the Pledged Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section 5.55.4. Second Lien Agent shall have no obligation whatsoever to First Lien Agent or any First Lien Claimholder to ensure that the Pledged Collateral is genuine or owned by any of Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section 5.4. The duties or responsibilities of the First Priority Lien Agent under this Section 5.5 5.4 shall be limited solely to holding or controlling the Pledged Collateral as bailee and agent in accordance with this Section 5.5 5.4 and delivering the Pledged Collateral upon a Discharge of First Priority Lien Obligations as provided in paragraph (ivd) belowof this Section 5.4. The duties or responsibilities of Second Lien Agent under this Section 5.4 shall be limited solely to holding or controlling the Pledged Collateral as bailee and agent in accordance with this Section 5.4. The duties and responsibilities of any third party bailee or agent shall be set forth in any collateral agency, servicing or other bailment agreement entered into by such party. (iiic) The First Priority Lien Agent acting pursuant to this Section 5.5 5.4 shall not have by reason of any the First Lien Collateral DocumentDocuments, the Second Lien Collateral Documents, or this Agreement or any other document a fiduciary relationship in respect of the First Priority Creditors, the Second Priority Lien Agent or any Second Priority CreditorLien Claimholder. Second Lien Agent acting pursuant to this Section 5.4 shall not have by reason of the First Lien Collateral Documents, the Second Lien Collateral Documents, or this Agreement a fiduciary relationship in respect of First Lien Agent or First Lien Claimholder. (ivd) Upon the Discharge payment (or cash collateralization, as applicable) in full in cash of all First Priority Lien Obligations, the First Priority Lien Agent shall deliver deliver, or instruct any third party collateral agent or bailee to deliver, the remaining Pledged Collateral (if any) together with any necessary endorsements, first, to the Second Priority Agent Lien Agent, or its agents or bailees as directed by Second Lien Agent, to the extent Second Priority Lien Obligations remain outstanding as confirmed in writing by Second Lien Agent, and, to the extent that Second Lien Agent confirms no Second Lien Obligations are outstanding, and second, to the Borrowers Borrower to the extent no First Priority Lien Obligations or Second Priority Lien Obligations remain outstanding (in each case, so as to allow such Person to obtain possession or control of such Pledged Collateral); provided that. At such time, in each case, the First Priority Agent shall be entitled to rely on certifications from the Second Priority Agent or the Borrowers, as the case may be, as to whether any Second Priority Obligations remain outstanding. The First Priority Lien Agent further agrees to take all other action reasonably requested by Second Lien Agent at the expense of Borrower (including amending any outstanding control agreements) to enable Second Priority Lien Agent in connection with the Second Priority Agent obtaining to obtain a first priority security interest in the Collateral or as a court of competent jurisdiction may otherwise directCollateral. (v) Subject to the terms of this Agreement, so long as the Discharge of First Priority Obligations has not occurred, the First Priority Agent shall be entitled to deal with the Pledged Collateral or Collateral within its “control” in accordance with the terms of this Agreement and other First Priority Collateral Documents as if the Liens of the Second Priority Agent or Second Priority Creditors did not exist.

Bailee for Perfection. Until the Discharge of First Priority Obligations has occurred: (i) The First Priority Agent as Collateral Agent Each Term Representative agrees to hold that part of the Term Priority Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC, including, but not limited to, the Earnings Accounts UCC or any other applicable law (such Term Priority Collateral being the “Pledged Term Priority Collateral”) as collateral agent for the First Priority Creditors Term Secured Parties and as bailee for the Second Priority and, with respect to any collateral that cannot be perfected in such manner, as agent for, ABL Agent (such bailment being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2), 9-106(a) and 9-313(c) on behalf of the UCCABL Secured Parties) and any assignee thereof solely for the purpose of perfecting the security interest granted under the First Priority Loan Term Documents and the Second Priority Loan ABL Documents, respectively, subject to the terms and conditions of this Section 5.52.4(e). (ii) Subject to the terms of this Agreement, until the Discharge of Term Obligations has occurred, each Term Representative shall be entitled to deal with the Pledged Term Priority Collateral in accordance with the terms of the Term Documents as if the Liens of ABL Agent under the ABL Security Documents did not exist. The First Priority rights of ABL Agent as Collateral Agent shall at all times be subject to the terms of this Agreement and to the Term Representatives’ rights under the Term Documents. (iii) The Term Representatives shall have no obligation whatsoever to the First Priority Creditors, the Second Priority Agent, ABL Agent or any Second Priority Creditor, other ABL Secured Party to ensure that the Pledged Term Priority Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section 5.52.4(e). The duties or responsibilities of the First Priority Agent Term Representatives under this Section 5.5 2.4(e) shall be limited solely to holding the Pledged Term Priority Collateral as bailee or agent in accordance with this Section 5.5 and delivering the Pledged Collateral upon a Discharge of First Priority Obligations as provided in paragraph 2.4(e). (iv) below. (iii) The First Priority Agent Term Representatives acting pursuant to this Section 5.5 2.4(e) shall not have by reason of any Collateral Documentthe Term Security Documents, the ABL Security Documents, this Agreement or any other document a fiduciary relationship in respect of the First Priority Creditors, the Second Priority ABL Agent or any Second Priority Creditorother ABL Secured Party. (ivv) Upon the Discharge of First Priority Obligationsthe Term Obligations under the Term Documents, the First Priority Agent each Term Representative shall deliver or cause to be delivered the remaining Pledged Term Priority Collateral (if any) in its possession or in the possession of its agents or bailees, together with any necessary endorsements, first, to the Second Priority ABL Agent to the extent Second Priority ABL Obligations remain outstanding, and second, to the Borrowers to the extent no First Priority Obligations or Second Priority Obligations remain outstanding applicable Grantor (in each case, so as to allow such Person to obtain possession or control of such Pledged Term Priority Collateral); provided that, ) and will cooperate with ABL Agent in each case, the First assigning (without recourse to or warranty by such Term Representative or any other Term Secured Party or agent or bailee thereof) control over any other Pledged Term Priority Agent shall be entitled to rely on certifications from the Second Priority Agent or the Borrowers, as the case may be, as to whether any Second Priority Obligations remain outstandingCollateral under its control. The First Priority Agent Each Term Representative further agrees to take all other action reasonably requested by such Person (at the Second Priority Agent sole cost and expense of Grantors or such Person) in connection with the Second Priority Agent such Person obtaining a first priority interest in the Pledged Term Priority Collateral or as a court of competent jurisdiction may otherwise direct. (vvi) Subject Notwithstanding anything to the terms of this Agreementcontrary herein, so long as if, for any reason, any ABL Obligations remain outstanding upon the Discharge of the Term Obligations, all rights of the Term Representatives hereunder and under the Term Security Documents or the ABL Security Documents (A) with respect to the delivery and control of any part of the Term Priority Collateral, and (B) to direct, instruct, vote upon or otherwise influence the maintenance or Disposition of such Term Priority Collateral, shall immediately, and (to the extent permitted by law) without further action on the part of either of ABL Agent or the Term Representatives, pass to ABL Agent, who shall thereafter hold such rights for the benefit of the ABL Secured Parties. Each of the Term Representatives and the Grantors agrees that it will, if any ABL Obligations remain outstanding upon the Discharge of the Term Obligations, take any other action required by any law or reasonably requested by ABL Agent in connection with ABL Agent’s establishment and perfection of a First Priority Obligations has security interest in the Term Priority Collateral, at the expense of the Grantors or if not occurredpaid by the Grantors, ABL Agent, and subject in all cases to any ABL Permitted Liens and to Section 2.4(f). (vii) Notwithstanding anything to the First contrary contained herein, if for any reason, prior to the Discharge of the ABL Obligations, any Term Representative acquires possession of any Pledged ABL Priority Collateral, such Term Representative shall hold the same as bailee and/or agent to the same extent as is provided in the preceding clause (i) with respect to Pledged Term Priority Collateral, provided that as soon as is practicable such Term Representative shall deliver or cause to be delivered such Pledged ABL Priority Collateral to ABL Agent shall be entitled to deal in a manner otherwise consistent with the Pledged Collateral or Collateral within its “control” in accordance with the terms requirements of this Agreement and other First Priority Collateral Documents as if the Liens of the Second Priority Agent or Second Priority Creditors did not existpreceding clause (v).

Bailee for Perfection. Until the Discharge of First Priority Obligations has occurred: (ia) The First Priority Agent as Collateral Agent Each Representative agrees to hold that part of the (including through such collateral agents, other agents or other intermediaries as it may determine) any Other Collateral (including, but not limited to, any securities or any deposit accounts or securities |US-DOCS\149079678.29|| accounts, if any) that is in its possession or control (or in the possession or control of such Representative (or its agents or bailees) ), to the extent that possession or control thereof is taken necessary to perfect a Lien thereon under the UCC, including, but not limited to, the Earnings Accounts Uniform Commercial Code (such Other Collateral being referred to herein as the “Pledged Collateral”) ), as agent for the First Priority Creditors and as non-fiduciary, gratuitous bailee for the Second Priority Agent benefit of the other Representative (such bailment being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2), 9-106(a) and 9-313(c) of the UCC) and any assignee UCC solely for the purpose of perfecting the security interest granted under to such other Representative pursuant to the First Priority Loan RCF Documents and or the Second Priority Term Loan Documents, respectivelyas applicable, subject to the terms and conditions of this Section 5.52.8). Solely with respect to any deposit accounts or securities accounts under the control of the RCF Representative, the RCF Representative agrees to also hold and control such Other Collateral as gratuitous agent for the Term Loan Representative subject to the terms and conditions of this Section 2.8, and solely with respect to any deposit accounts or securities accounts under the control of the Term Loan Representative, the Term Loan Representative agrees to also hold and control such Other Collateral as gratuitous agent for the RCF Representative subject to the terms and conditions of this Section 2.8; provided that the Term Loan Representative acknowledges and agrees that all deposit accounts and securities accounts constituting Collateral under control of the Term Loan Representative are Pledged Collateral and RCF Priority Collateral. Each Representative hereby accepts such appointments pursuant to this Section 2.8 and acknowledges and agrees that it shall hold the Pledged Collateral for the benefit of the other Secured Parties with respect to any Pledged Collateral and that any Proceeds received by such Representative under any Pledged Collateral shall be applied in accordance with Section 4. (iib) The First Until the RCF Obligations Payment Date has occurred, the RCF Representative shall be entitled to deal with the Pledged Collateral constituting RCF Priority Agent as Collateral Agent in accordance with the terms of the RCF Documents, subject to the terms of this Agreement. Until the Term Loan Obligations Payment Date has occurred, the Term Loan Representative shall be entitled to deal with the Pledged Collateral constituting Other Collateral in accordance with the terms of the Term Loan Documents, subject to the terms of this Agreement. (c) Each Representative shall have no obligation whatsoever to the First Priority Creditors, the Second Priority Agent, other Representative or any Second Priority Creditor, other Secured Party to ensure assure that the Pledged Collateral is genuine or owned by any of the Grantors Loan Parties, to perfect the security interest of the other Representative or any other Secured Party or to preserve rights or benefits of any Person except as expressly set forth in this Section 5.52.8. The duties or responsibilities of the First Priority Agent each Representative under this Section 5.5 2.8 shall be limited solely to holding the Pledged Collateral as bailee (and with respect to deposit accounts, as agent) in accordance with this Section 5.5 2.8 and delivering or transferring the Pledged Collateral upon a Discharge of First Priority the RCF Obligations Payment Date as provided in paragraph (ivSection 2.9(a) below or the Term Loan Obligations Payment Date as provided in Section 2.9(b) below., as applicable. |US-DOCS\149079678.29|| (iiid) The First Priority Agent acting pursuant to this Section 5.5 No Representative shall not have by reason of any Collateral Documentthe RCF Documents, the Term Loan Documents or this Agreement or any other document a fiduciary relationship in respect of the First Priority Creditors, the Second Priority Agent other Representative or any Second Priority Creditor. (iv) Upon of the Discharge of First Priority Obligations, Secured Parties represented by such other Representative. Each Representative and the First Priority Agent shall deliver respective Secured Parties represented by it hereby waives and releases the remaining Pledged Collateral (if any) together other Representative and the respective Secured Parties represented by it from all claims and liabilities arising pursuant to such Representative’s role under this Section 2.8 as gratuitous bailee and gratuitous agent with any necessary endorsements, first, respect to the Second Priority Agent to the extent Second Priority Obligations remain outstanding, and second, to the Borrowers to the extent no First Priority Obligations or Second Priority Obligations remain outstanding (in each case, so as to allow such Person to obtain possession or control of such Pledged Collateral); provided that, in each case, the First Priority Agent shall be entitled to rely on certifications from the Second Priority Agent or the Borrowers, as the case may be, as to whether any Second Priority Obligations remain outstanding. The First Priority Agent further agrees to take all other action reasonably requested by the Second Priority Agent in connection with the Second Priority Agent obtaining a first priority interest in the Collateral or as a court of competent jurisdiction may otherwise direct. (v) Subject to the terms of this Agreement, so long as the Discharge of First Priority Obligations has not occurred, the First Priority Agent shall be entitled to deal with the Pledged Collateral or Collateral within its “control” in accordance with the terms of this Agreement and other First Priority Collateral Documents as if the Liens of the Second Priority Agent or Second Priority Creditors did not existprovided herein.

Bailee for Perfection. Until the Discharge of First Priority Obligations has occurred: (ia) The First Priority Agent as Collateral Agent agrees Senior Creditor and the Subordinating Creditor each agree to hold or control that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien lien thereon under the UCC, including, but not limited to, the Earnings Accounts UCC or other applicable law (such Collateral being referred to as the “Pledged Collateral”) ), as agent bailee and as a non-fiduciary representative for the First Priority Creditors and Subordinating Creditor or the Senior Creditor, as bailee for the Second Priority Agent applicable (such bailment and agency being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2), 9-106(a) 313(c), 9-104, 9-105, 9-106, 9-107 and 9-313(c) 314 of the UCC) and any assignee applicable Uniform Commercial Code), solely for the purpose of perfecting the security interest granted under the First Priority Loan Documents and Subordinated Note or the Second Priority Loan DocumentsSenior Credit Agreement, respectivelyas applicable, subject to the terms and conditions of this Section 5.521. (iib) The First Priority Agent as Collateral Agent Senior Creditor shall have no obligation whatsoever to the First Priority Creditors, the Second Priority Agent, or any Second Priority Creditor, Subordinating Creditor to ensure that the Pledged Collateral is genuine or owned by to preserve rights or benefits of any of person except as expressly set forth in this Section 21. The Subordinating Creditor shall have no obligation whatsoever to the Grantors Senior Creditor to ensure that the Pledged Collateral is genuine or to preserve rights or benefits of any Person person except as expressly set forth in this Section 5.521. The duties or responsibilities of the First Priority Agent Senior Creditor under this Section 5.5 21 shall be limited solely to holding or controlling the Pledged Collateral as bailee and non-fiduciary representative in accordance with this Section 5.5 21 and delivering the Pledged Collateral upon a Discharge payment in full of First Priority Obligations Senior Debt. The duties or responsibilities of the Subordinating Creditor under this Section 21 shall be limited solely to holding or controlling the Pledged Collateral as provided bailee and non-fiduciary representative in paragraph (iv) belowaccordance with this Section 21. (iiic) The First Priority Agent Senior Creditor acting pursuant to this Section 5.5 21 shall not have by reason of any Collateral Document, the Senior Credit Agreement or this Agreement or any other document a fiduciary relationship in respect of the First Priority CreditorsSubordinating Creditor. The Subordinating Creditor acting pursuant to this Section 21 shall not have by reason of the Subordinated Note, or this Agreement a fiduciary relationship in respect of the Second Priority Agent or any Second Priority Senior Creditor. (iv) Upon the Discharge of First Priority Obligations, the First Priority Agent shall deliver the remaining Pledged Collateral (if any) together with any necessary endorsements, first, to the Second Priority Agent to the extent Second Priority Obligations remain outstanding, and second, to the Borrowers to the extent no First Priority Obligations or Second Priority Obligations remain outstanding (in each case, so as to allow such Person to obtain possession or control of such Pledged Collateral); provided that, in each case, the First Priority Agent shall be entitled to rely on certifications from the Second Priority Agent or the Borrowers, as the case may be, as to whether any Second Priority Obligations remain outstanding. The First Priority Agent further agrees to take all other action reasonably requested by the Second Priority Agent in connection with the Second Priority Agent obtaining a first priority interest in the Collateral or as a court of competent jurisdiction may otherwise direct. (v) Subject to the terms of this Agreement, so long as the Discharge of First Priority Obligations has not occurred, the First Priority Agent shall be entitled to deal with the Pledged Collateral or Collateral within its “control” in accordance with the terms of this Agreement and other First Priority Collateral Documents as if the Liens of the Second Priority Agent or Second Priority Creditors did not exist.

Bailee for Perfection. Until the Discharge of First Priority Obligations has occurred: (a) (i) The First Priority Agent as Collateral First-Lien Agent agrees to hold the Pledged Collateral that is part of the Common Collateral in its possession or control (or in the possession or control of its agents or bailees) as bailee for the Noteholder Collateral Agent and any assignee solely for the purpose of perfecting the security interest granted in such Pledged Collateral pursuant to the Noteholder Pledge Agreement, subject to the terms and conditions of this Section 5.5; and (ii) the Noteholder Collateral Agent agrees, if the First-Lien Agent shall at any time hold a first priority Lien on any Pledged Collateral that is part of the Common Collateral, to deliver as soon as practical any such Pledged Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a First-Lien thereon under the UCC, including, but not limited to, the Earnings Accounts (such Collateral being the “Pledged Collateral”) as agent for the First Priority Creditors and as bailee for the Second Priority Agent (such bailment being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2), 9-106(a) and 9-313(c) of the UCC) and any assignee solely for the purpose of perfecting the security interest granted under the First Priority Loan Documents and the Second Priority Loan Documents, respectivelydescribed in (i), subject to the terms and conditions of this Section 5.5. (b) The parties agree that if the First-Lien Agent shall at any time hold a first priority Lien on any account in which Common Collateral is held, and if such account is in fact under the control of the First-Lien Agent, or of agents of the First-Lien Agent (any such Common Collateral, the “Controlled Collateral”), the First-Lien Agent shall, solely for the purpose of perfecting the Liens of the Noteholders granted under the Noteholder Collateral Documents and subject to the terms and conditions of this Section 5.5, also (i) hold and/or maintain control of the Controlled Collateral as agent for the Noteholder Collateral Agent, (ii) with respect to any securities accounts or securities entitlements included in the Controlled Collateral, have “control” (within the meaning of Section 8-106(d)3 of the UCC) of such securities accounts on behalf of the Noteholder Collateral Agent and (iii) with respect to any deposit accounts included in the Controlled Collateral, act as agent for the Noteholder Collateral Agent for purposes of establishing such control. Upon Discharge of Senior Lender Claims, the First-Lien Agent shall continue to hold such Controlled Collateral pursuant to this clause (b) until the date the Noteholder Collateral Agent has obtained control thereof for the purpose of perfecting its security interest. (c) Except as otherwise specifically provided herein (including, without limitation, Sections 3.1 and 4.1), until the Discharge of Senior Lender Claims has occurred, the First-Lien Agent shall be entitled to deal with the Pledged Collateral and the Controlled Collateral in accordance with the terms of the Senior Lender Documents as if the Liens under the Noteholder Collateral Documents did not exist. The First Priority rights of the Trustee, the Noteholder Collateral Agent as and the Noteholders with respect to such Pledged Collateral and the Controlled Collateral shall at all times be subject to the terms of this Agreement. (d) The First-Lien Agent shall have no obligation whatsoever to the First Priority CreditorsTrustee, the Second Priority Agent, Noteholder Collateral Agent or any Second Priority Creditor, Noteholder to ensure assure that the Pledged or Controlled Collateral is genuine or owned by any of the Grantors or to protect or preserve rights or benefits of any Person or any rights pertaining to the Common Collateral except as expressly set forth in this Section 5.5. The duties or responsibilities of the First Priority First-Lien Agent under this Section 5.5 shall be limited solely to holding or controlling the Pledged Collateral and Controlled Collateral as bailee in accordance with this Section 5.5 and delivering for the Pledged Noteholder Collateral upon a Discharge Agent for purposes of First Priority Obligations as provided in paragraph (iv) belowperfecting the Lien held by the Noteholder Collateral Agent. (iiie) The First Priority Trustee and the Noteholders hereby waive and release the First-Lien Agent acting from all claims and liabilities arising pursuant to the First-Lien Agent’s role under this Section 5.5 shall not have by reason of any Collateral Document5.5, this Agreement or any other document a fiduciary relationship in as agent and bailee with respect of to the First Priority Creditors, the Second Priority Agent or any Second Priority CreditorCommon Collateral. (ivf) Upon the Discharge of First Priority ObligationsSenior Lender Claims, the First Priority First-Lien Agent shall deliver to the Noteholder Collateral Agent, without representation or warranty, to the extent that it is legally permitted to do so, the remaining Pledged Collateral (if any) together with any necessary endorsements, first, to endorsements (or otherwise allow the Second Priority Noteholder Collateral Agent to the extent Second Priority Obligations remain outstanding, and second, to the Borrowers to the extent no First Priority Obligations or Second Priority Obligations remain outstanding (in each case, so as to allow such Person to obtain possession or control of such Pledged Collateral); provided that, in each case, the First Priority Agent shall be entitled to rely on certifications from the Second Priority Agent or the Borrowers, as the case may be, as to whether any Second Priority Obligations remain outstanding. The First Priority Agent further agrees to take all other action reasonably requested by the Second Priority Agent in connection with the Second Priority Agent obtaining a first priority interest in the Collateral ) or as a court of competent jurisdiction may otherwise direct. The First- Lien Agent has no obligation to follow instructions from the Trustee in contravention of this Agreement. Without limiting the foregoing, upon Discharge of Senior Lender Claims, the First-Lien Agent will use commercially reasonable efforts to promptly deliver an appropriate termination or other notice confirming such Discharge of Senior Lender Claims to the applicable depositary bank, issuer of uncertificated securities or securities intermediary, if any, with respect to the Controlled Collateral. (vg) Subject Neither the First-Lien Agent nor the Senior Lenders shall be required to marshal any present or future collateral security for the Company’s or its Subsidiaries’ obligations to the terms First-Lien Agent or the Senior Lenders under the Senior Facility or the Senior Collateral Documents or to resort to such collateral security or other assurances of this Agreementpayment in any particular order, so long as the Discharge and all of First Priority Obligations has not occurred, the First Priority Agent their rights in respect of such collateral security shall be entitled cumulative and in addition to deal with the Pledged Collateral all other rights, however existing or Collateral within its “control” in accordance with the terms of this Agreement and other First Priority Collateral Documents as if the Liens of the Second Priority Agent or Second Priority Creditors did not existarising.

Bailee for Perfection. Until the Discharge of First Priority Obligations has occurred: (ia) The First Priority Agent as First-Lien Collateral Agent agrees to hold that part acquire and acknowledges it holds the Pledged Collateral or other Collateral (including any deposit accounts or securities accounts of the Collateral that is Grantors) in its possession or control (or in the possession or control of its agents or bailees) to on behalf of itself and the extent that possession or control thereof is taken to perfect a Second-Lien thereon under the UCC, including, but not limited to, the Earnings Accounts (such Collateral being the “Pledged Collateral”) as agent for the First Priority Creditors and as bailee for the Second Priority Agent (such bailment being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2), 9-106(a) and 9-313(c) of the UCC) and any assignee solely for the purpose of perfecting the security interest granted under the First Priority Loan First-Lien Documents and the Second Priority Loan Second-Lien Note Documents, respectively, subject to the terms and conditions of this Section 5.5. (iib) Until the Discharge of First-Lien Obligations has occurred, the First-Lien Collateral Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the First-Lien Documents as if the Liens of the Second-Lien Collateral Agent under the Second-Lien Security Documents did not exist. The rights of the Second-Lien Collateral Agent shall at all times be subject to the terms of this Agreement and to the First-Lien Collateral Agent’s rights under the First-Lien Documents. (c) The First Priority Agent as First-Lien Collateral Agent shall have no obligation whatsoever to the First Priority Creditors, First-Lien Creditors and the Second Priority Agent, Second-Lien Collateral Agent or any Second Priority Creditor, Second-Lien Creditor to ensure assure that the Pledged Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section 5.5. The duties or responsibilities of the First Priority First-Lien Collateral Agent under this Section 5.5 shall be limited solely to holding the Pledged Collateral as bailee in accordance with this Section 5.5 and delivering the Pledged Collateral upon a Discharge of First Priority Obligations as provided in paragraph (iv) below5.5. (iiid) The First Priority First-Lien Collateral Agent acting pursuant to this Section 5.5 shall not have by reason of any Collateral Documentthe First-Lien Security Documents, the Second-Lien Security Documents, this Agreement or any other document a fiduciary relationship in respect of the First Priority First-Lien Creditors, the Second Priority Second-Lien Collateral Agent or any Second Priority other Second-Lien Creditor. The duties or responsibilities of the First-Lien Collateral Agent under this Section 5.5 shall be limited solely to (i) physically holding (or causing its agent or bailee, as applicable, to hold) any Collateral that may from time to time be in its possession or control (or in the possession or control of its agents or bailees) as agent or bailee for purposes of perfecting the Lien held by the other administrative agent and (ii) delivering the Collateral or the proceeds thereof to such Person as required by this Section 5.5. (ive) Upon Except as otherwise directed by a court of competent jurisdiction, upon the Discharge of First Priority First-Lien Obligations, the First Priority First-Lien Collateral Agent shall deliver the remaining Pledged Collateral (if any) (or proceeds thereof) together with any necessary endorsementsendorsements or transfer control of any Collateral, first, to the Second Priority Agent to the extent Second Priority Second-Lien Collateral Agent, if any Second-Lien Obligations remain outstanding, and second, to the Borrowers to Borrower or the extent relevant Grantor if no First Priority First-Lien Obligations or Second Priority Second-Lien Obligations remain outstanding (in each case, so as to allow such Person to obtain possession or control of such Pledged Collateral); provided that, in each case, the First Priority Agent shall be entitled to rely on certifications from the Second Priority Agent or the Borrowers, as the case may be, as to whether any Second Priority Obligations remain outstanding. The First Priority Agent further agrees to take all other action reasonably requested by the Second Priority Agent in connection with the Second Priority Agent obtaining a first priority interest in the Collateral or as a court of competent jurisdiction may otherwise direct. (v) Subject to the terms of this Agreement, so long as the Discharge of First Priority Obligations has not occurred, the First Priority Agent shall be entitled to deal with the Pledged Collateral or Collateral within its “control” in accordance with the terms of this Agreement and other First Priority Collateral Documents as if the Liens of the Second Priority Agent or Second Priority Creditors did not exist.

Bailee for Perfection. Until the Discharge of First Priority Obligations has occurred: (ia) The First Priority Senior Agent as Collateral Agent agrees and the Subordinated Creditor each agree to hold or control that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees) ), to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC, including, but not limited to, the Earnings Accounts other applicable law or foreign law equivalent (such Collateral being referred to as the “Pledged Collateral”) ), as bailee and as a non-fiduciary agent for the First Priority Creditors and Subordinated Creditor or the Senior Agent, as bailee for the Second Priority Agent applicable (such bailment and agency being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2), 9-106(a) 313(c), 9-104, 9-105, 9-106, and 9-313(c) 107 of the UCC) and UCC or any assignee foreign law equivalent), solely for the purpose of perfecting the security interest granted on the Collateral under the First Priority Loan Subordinated Debt Documents and or the Second Priority Loan Senior Debt Documents, respectivelyas applicable, subject to the terms and conditions of this Section 5.55. Unless and until the Senior Debt has been Paid in Full, Subordinated Creditor agrees to promptly notify the Senior Agent of any Pledged Collateral held by it or by Subordinated Creditor, and, promptly upon the request of the Senior Agent, Subordinated Creditor agrees to deliver to the Senior Agent any such Pledged Collateral held by it, together with any necessary endorsements (or otherwise allow the Senior Agent to obtain control of such Pledged Collateral), with such cost and expense incurred in connection therewith shall be added to the Subordinated Debt. (iib) The First Priority Agent as Collateral Senior Agent shall have no obligation whatsoever to the First Priority Creditors, the Second Priority Agent, or any Second Priority Creditor, Subordinated Creditor to ensure that the Pledged Collateral is genuine or owned by any of the Grantors Obligor or to preserve rights or benefits of any Person except as expressly set forth in this Section 5.55. The duties or responsibilities of the First Priority Senior Agent under this Section 5.5 5 shall be limited solely to holding or controlling the Pledged Collateral as bailee and agent in accordance with this Section 5.5 5 and delivering the Pledged Collateral upon a Discharge the Payment in Full of First Priority Obligations the Senior Debt as provided in paragraph clause (ivd) belowof this Section 5. (iiic) The First Priority Senior Agent acting pursuant to this Section 5.5 5 shall not have by reason of any Collateral Documentthe Senior Debt Documents, the Subordinated Debt Documents, or this Agreement a fiduciary relationship in respect of any Subordinated Creditor. The Subordinated Creditor acting pursuant to this Section 5 shall not have by reason of the Senior Debt Documents, the Subordinated Debt Documents, or any other document this Agreement a fiduciary relationship in respect of the First Priority Creditors, the Second Priority Senior Agent or any Second Priority Senior Creditor. (ivd) Upon the Discharge Payment in Full of First Priority Obligationsthe Senior Debt, the First Priority Senior Agent shall deliver the remaining Pledged Collateral (if any) together with any necessary endorsements, first, to the Second Priority Agent Subordinated Creditor to the extent Second Priority Obligations remain the Subordinated Debt remains outstanding as confirmed in writing by the Subordinated Creditor, and, to the extent that the Subordinated Creditor confirms no Subordinated Debt is outstanding, and second, to the Borrowers Obligors to the extent no First Priority Obligations or Second Priority Obligations remain Senior Debt and no Subordinated Debt remains outstanding (in each case, so as to allow such Person to obtain possession or control of such Pledged Collateral); provided that. (e) Upon the Payment in Full of the Senior Debt, the Senior Agent shall deliver change notices (or similar documents) necessary to transfer control of deposit accounts from the Senior Agent, first, to the Subordinated Creditor to the extent the Subordinated Debt remains outstanding as confirmed in writing by the Subordinated Creditor, and, to the extent that the Subordinated Creditor confirm no Subordinated Debt is outstanding, second, to the Obligors to the extent no Senior Debt or the Subordinated Debt remains outstanding (in each case, so as to allow such Person to obtain control of such deposit accounts). Except as expressly set forth in the First Priority foregoing sentence and notwithstanding anything to the contrary contained in this Section 5, the Senior Agent shall be entitled have no obligation to rely on certifications from (i) assign any deposit account control agreement with a third party to the Second Priority Agent or Subordinated Creditor to the Borrowers, as the case may be, as to whether any Second Priority Obligations remain outstanding. The First Priority Agent further agrees to take all other action reasonably requested by the Second Priority Agent in connection with the Second Priority Agent obtaining a first priority interest in the Collateral or as a court of competent jurisdiction may otherwise direct. (v) Subject to extent that the terms of this Agreement, such deposit account control agreement prohibit any such assignment or otherwise require the consent of such third party that is not granted or (ii) take any action to assist the Subordinated Creditor with respect to the replacement of any such deposit account control agreement that cannot be so long as the Discharge of First Priority Obligations has not occurred, the First Priority Agent shall be entitled to deal with the Pledged Collateral or Collateral within its “control” in accordance with the terms of this Agreement and other First Priority Collateral Documents as if the Liens of the Second Priority Agent or Second Priority Creditors did not existassigned.

Bailee for Perfection. (a) Until the Discharge of First Super Priority Obligations has occurred: (i) The First Super Priority Agent as Collateral Agent agrees to hold that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC, including, but not limited to, the Earnings Accounts UCC (such Collateral being the “Pledged Collateral”) as agent for the First Super Priority Creditors Claimholders and as bailee for the Collateral Agent and the Second Priority Agent (such bailment being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2), 9-106(a) and 9-313(c) of the UCC) and any assignee solely for the purpose of perfecting the security interest granted under the First Super Priority Loan Documents, the Indenture Documents and the Second Priority Lien Loan Documents, respectively, subject to the terms and conditions of this Section 5.55.5(a). (ii) The First Super Priority Agent as Collateral Agent shall have no obligation whatsoever to the First Super Priority CreditorsClaimholders, the Collateral Agent, any Indenture Claimholder, the Second Priority Agent, Agent or any Second Priority Creditor, Lien Claimholder to ensure that the Pledged Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section 5.55.5(a). The duties or responsibilities of the First Super Priority Agent under this Section 5.5 5.5(a) shall be limited solely to holding the Pledged Collateral as bailee in accordance with this Section 5.5 5.5(a) and delivering the Pledged Collateral upon a Discharge of First Super Priority Obligations as provided in paragraph (iv) below. (iii) The First Super Priority Agent acting pursuant to this Section 5.5 5.5(a) shall not have by reason of any the Super Priority Collateral DocumentDocuments, the Collateral Documents, the Second Lien Collateral Documents, this Agreement or any other document a fiduciary relationship in respect of the First Super Priority CreditorsClaimholders, the Collateral Agent, any Indenture Claimholder, the Second Priority Agent or any Second Priority CreditorLien Claimholder. (iv) Upon the Discharge of First Super Priority Obligations, the First Super Priority Agent shall deliver the remaining Pledged Collateral (if any) together with any necessary endorsements, first, to the Collateral Agent to the extent Indenture Obligations remain outstanding, second, to the Second Priority Agent to the extent Second Priority Lien Obligations remain outstandingoutstanding if there has been a Discharge of Indenture Obligations, and secondthird, to the Borrowers to the extent no First Super Priority Obligations, Indenture Obligations or Second Priority Lien Obligations remain outstanding (in each case, so as to allow such Person to obtain possession or control of such Pledged Collateral); provided that, in each case, the First Priority Agent shall be entitled to rely on certifications from the Second Priority Agent or the Borrowers, as the case may be, as to whether any Second Priority Obligations remain outstanding. The First Super Priority Agent further agrees to take all other action reasonably requested by the Collateral Agent or the Second Priority Agent in connection with the Collateral Agent or the Second Priority Agent obtaining a first first-priority interest in the Collateral or as a court of competent jurisdiction may otherwise direct. (v) Subject to the terms of this Agreement, so long as the Discharge of First Super Priority Obligations has not occurred, the First Super Priority Agent shall be entitled to deal with the Pledged Collateral or Collateral within its “control” in accordance with the terms of this Agreement and other First Super Priority Collateral Documents as if the Liens of the Collateral Agent, Indenture Claimholders the Second Priority Agent or the Second Lien Claimholders did not exist. (b) After the Discharge of Super Priority Obligations has occurred: (i) The Collateral Agent agrees to hold that part of the Pledged Collateral that is in its possession or control (or in the possession or control of its agents or bailees) as agent for the Indenture Claimholders and as bailee for the Second Priority Agent (such bailment being intended, among other things, to satisfy the requirements of Sections 8-301(a)(2) and 9-313(c) of the UCC) and any assignee solely for the purpose of perfecting the security interest granted under the Indenture Documents and the Second Lien Loan Documents, respectively, subject to the terms and conditions of this Section 5.5(b). (ii) The Collateral Agent shall have no obligation whatsoever to the Indenture Claimholders, the Second Priority Agent or any Second Lien Claimholder to ensure that the Indenture Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section 5.5(b). The duties or responsibilities of the Collateral Agent under this Section 5.5(b) shall be limited solely to holding the Indenture Collateral as bailee in accordance with this Section 5.5(b) and delivering the Indenture Collateral upon a Discharge of Indenture Obligations as provided in paragraph (iv) below. (iii) The Collateral Agent acting pursuant to this Section 5.5(b) shall not have by reason of the Collateral Documents, the Second Lien Collateral Documents, this Agreement or any other document a fiduciary relationship in respect of any Indenture Claimholder, the Second Priority Agent or any Second Lien Claimholder. (iv) Upon the Discharge of Indenture Obligations, the Collateral Agent shall deliver the remaining Indenture Collateral (if any) together with any necessary endorsements, first, to the Second Priority Agent to the extent Second Lien Obligations remain outstanding, and second, to the Borrowers to the extent no Indenture Obligations or Second Lien Obligations remain outstanding (in each case, so as to allow such Person to obtain possession or control of such Indenture Collateral). The Collateral Agent further agrees to take all other action reasonably requested by the Second Priority Agent in connection with the Second Priority Agent obtaining a first-priority interest in the Collateral or as a court of competent jurisdiction may otherwise direct. (v) Subject to the terms of this Agreement, so long as the Discharge of Indenture Obligations has not occurred, the Collateral Agent shall be entitled to deal with the Indenture Collateral or Collateral within its “control” in accordance with the terms of this Agreement and other Second Lien Collateral Documents as if the Liens of the Second Priority Agent or the Second Priority Creditors Lien Claimholders did not exist.

Bailee for Perfection. Until the Discharge of First Priority Obligations has occurred: (ia) The First Priority Agent as First-Lien Collateral Agent agrees to hold that part of acquire and acknowledges it holds the Pledged Collateral that is or other Collateral in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCCon behalf of, including, but not limited to, the Earnings Accounts (such Collateral being the “Pledged Collateral”) as agent and for the First Priority Creditors benefit of, itself and as bailee for the Second Priority Agent (such bailment being intended, among other things, to satisfy the requirements of Sections 8Second-106(d)(3), 8-301(a)(2), 9-106(a) and 9-313(c) of the UCC) and any assignee Lien Trustee solely for the purpose of perfecting the security interest granted under the First Priority Loan First-Lien Credit Documents and the Second Priority Loan Second-Lien Note Documents, respectively, subject to the terms and conditions of this Section 5.5. (iib) Until the Discharge of First-Lien Obligations has occurred, the First-Lien Collateral Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the First-Lien Credit Documents as if the Liens of the Second-Lien Trustee under the Second-Lien Security Documents did not exist. The rights of the Second-Lien Trustee shall at all times be subject to the terms of this Agreement and to the First-Lien Collateral Agent’s rights under the First-Lien Credit Documents. (c) The First Priority Agent as First-Lien Collateral Agent shall have no obligation whatsoever to the First Priority Creditors, First-Lien Creditors and the Second Priority Agent, Second-Lien Trustee or any Second Priority Creditor, Second-Lien Creditor to ensure assure that the Pledged Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section 5.5. The duties or responsibilities of the First Priority First-Lien Collateral Agent under this Section 5.5 shall be limited solely to holding the Pledged Collateral as bailee in accordance with this Section 5.5 and delivering the Pledged Collateral upon a Discharge of First Priority Obligations as provided in paragraph (iv) below5.5. (iiid) The First Priority First-Lien Collateral Agent acting pursuant to this Section 5.5 shall not have by reason of any Collateral Documentthe First-Lien Security Documents, the Second-Lien Security Documents, this Agreement or any other document a fiduciary relationship in respect of the First Priority First-Lien Creditors, the Second Priority Agent Second-Lien Trustee or any Second Priority other Second-Lien Creditor. (ive) Upon the Discharge of First Priority the First-Lien Obligations, the First Priority First-Lien Collateral Agent shall deliver the remaining Pledged Collateral (if any) (or proceeds thereof) together with any necessary endorsements, first, to the Second Priority Agent PBGC, if any PBGC Obligations remain outstanding, second, to the extent Second Priority Second-Lien Trustee, if any Second-Lien Obligations remain outstanding, and secondthird, to the Borrowers to Borrower or the extent relevant Grantor if no First Priority First-Lien Obligations, PBGC Obligations or Second Priority Second-Lien Obligations remain outstanding (in each case, so as to allow such Person to obtain possession or control of such Pledged Collateral); provided that, in each case, the First Priority Agent shall be entitled to rely on certifications from the Second Priority Agent or the Borrowers, as the case may be, as to whether any Second Priority Obligations remain outstanding. The First Priority First-Lien Collateral Agent further agrees to take all other action reasonably requested by the Second Priority Agent such Person in connection with the Second Priority Agent such Person’s obtaining a first first-priority interest in the Collateral or as a court of competent jurisdiction may otherwise direct. (v) Subject to the terms of this Agreement, so long as the Discharge of First Priority Obligations has not occurred, the First Priority Agent shall be entitled to deal with the Pledged Collateral or Collateral within its “control” in accordance with the terms of this Agreement and other First Priority Collateral Documents as if the Liens of the Second Priority Agent or Second Priority Creditors did not exist.

Bailee for Perfection. Until the Discharge of First Priority Obligations has occurred: (ia) The First Priority Agent as Senior Collateral Agent agrees to hold the Pledged Collateral that is part of the Common Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC, including, but not limited to, the Earnings Accounts (such Collateral being the “Pledged Collateral”) as agent for the First Priority Creditors and as bailee for the Second Priority Junior Collateral Agent (such bailment being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2), 9-106(a) and 9-313(c) of the UCC) and any assignee solely for the purpose of perfecting the security interest granted under in such Pledged Collateral pursuant to the First Priority Loan Documents and Junior Security Agreement and/or the Second Priority Loan Documents, respectivelyJunior Pledge Agreement, subject to the terms and conditions of this Section 5.5. (b) The Senior Collateral Agent agrees to hold the Deposit Account Collateral that is part of the Common Collateral and controlled by the Senior Collateral Agent for the Junior Collateral Agent and any assignee solely for the purpose of perfecting the security interest granted in such Deposit Account Collateral pursuant to the Junior Security Agreement, subject to the terms and conditions of this Section 5.5. Upon Discharge of Senior Claims, the Senior Collateral Agent shall continue to hold such Deposit Account Collateral pursuant to this clause (b) until the earlier of the date (i) the Junior Collateral Agent has obtained control thereof for the purpose of perfecting its security interest and (ii) which is 30 days after the Discharge of Senior Claims. (c) Except as otherwise specifically provided herein (including, without limitation, Sections 3.1 and 4.1), until the Discharge of Senior Claims has occurred, the Senior Collateral Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the Senior Documents as if the Liens under the Junior Collateral Documents did not exist. The First Priority rights of the Junior Trustee, the Junior Collateral Agent as and the Junior Creditors with respect to such Pledged Collateral shall at all times be subject to the terms of this Agreement. (d) The Senior Collateral Agent shall have no obligation whatsoever to the First Priority CreditorsJunior Trustee, the Second Priority Agent, Junior Collateral Agent or any Second Priority Creditor, Junior Creditor to ensure assure that the Pledged Collateral is genuine or owned by any of the Grantors or to protect or preserve rights or benefits of any Person or any rights pertaining to the Common Collateral except as expressly set forth in this Section 5.5. The duties or responsibilities of the First Priority Senior Collateral Agent under this Section 5.5 shall be limited solely to holding the Pledged Collateral as bailee in accordance with this Section 5.5 and delivering for the Pledged Junior Collateral upon a Discharge Agent for purposes of First Priority Obligations as provided in paragraph (iv) belowperfecting the Lien held by the Junior Collateral Agent. (iiie) The First Priority Senior Collateral Agent acting pursuant to this Section 5.5 shall not have by reason of any the Junior Collateral Document, Documents or this Agreement or any other document a fiduciary relationship in respect of the First Priority CreditorsJunior Trustee, the Second Priority Junior Collateral Agent or any Second Priority CreditorJunior Creditor and the Junior Trustee, the Junior Collateral Agent and the Junior Creditors hereby waive and release the Senior Collateral Agent from all claims and liabilities arising pursuant to the Senior Collateral Agent’s role under this Section 5.5, as agent and bailee with respect to the Common Collateral. (ivf) Upon the Discharge of First Priority ObligationsSenior Claims, the First Priority Senior Collateral Agent shall deliver to the Junior Collateral Agent, to the extent that it is legally permitted to do so, the remaining Pledged Collateral (if any) together with any necessary endorsements, first, to endorsements (or otherwise allow the Second Priority Junior Collateral Agent to the extent Second Priority Obligations remain outstanding, and second, to the Borrowers to the extent no First Priority Obligations or Second Priority Obligations remain outstanding (in each case, so as to allow such Person to obtain possession or control of such Pledged Collateral); provided that, in each case, the First Priority Agent shall be entitled to rely on certifications from the Second Priority Agent or the Borrowers, as the case may be, as to whether any Second Priority Obligations remain outstanding. The First Priority Agent further agrees to take all other action reasonably requested by the Second Priority Agent in connection with the Second Priority Agent obtaining a first priority interest in the Collateral ) or as a court of competent jurisdiction may otherwise direct. The Company shall take such further action as is required to effectuate the transfer contemplated hereunder. The Senior Collateral Agent has no obligation to follow instructions from the Junior Collateral Agent in contravention of this Agreement. Without limiting the foregoing, upon Discharge of Senior Claims, the Senior Trustee will use commercially reasonable efforts to promptly deliver an appropriate termination or other notice confirming such Discharge of Senior Claims to the applicable depositary bank, issuer of uncertificated securities or securities intermediary, if any, with respect to the Deposit Account Collateral, money market mutual fund or similar collateral, or securities account collateral. (vg) Subject Neither the Senior Trustee, the Senior Collateral Agent nor the Senior Creditors shall be required to marshal any present or future collateral security for the Company’s or its Subsidiaries’ obligations to the terms Senior Collateral Agent or the Senior Creditors under the Senior Agreement or the Senior Collateral Documents or to resort to such collateral security or other assurances of this Agreementpayment in any particular order, so long as the Discharge and all of First Priority Obligations has not occurred, the First Priority Agent their rights in respect of such collateral security shall be entitled cumulative and in addition to deal with the Pledged Collateral all other rights, however existing or Collateral within its “control” in accordance with the terms of this Agreement and other First Priority Collateral Documents as if the Liens of the Second Priority Agent or Second Priority Creditors did not existarising.

Bailee for Perfection. Until a. The Senior Agent and the Discharge Subordinated Agent each agree that if it shall at any time hold a Lien on any Collateral that can be perfected by possession or control of First Priority Obligations has occurred: (i) The First Priority such Collateral under the UCC or other applicable law, the, the Senior Agent as Collateral and the Subordinated Agent agrees each agree to hold or control that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC, including, but not limited to, the Earnings Accounts (such Collateral being referred to as the “Pledged Collateral”) ), as bailee, on behalf of, and as a non-fiduciary agent for the First Priority Creditors Subordinated Agent and the Subordinated Lenders or the Senior Agent and the Senior Lenders, as bailee for the Second Priority Agent applicable (such bailment and agency being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2), 9-106(a) 313(c), 9-104, 9-105, 9-106, and 9-313(c) 107 of the UCC) and any assignee ), solely for the purpose of perfecting the security interest Liens granted under the First Priority Subordinated Loan Documents and or the Second Priority Senior Loan Documents, respectivelyas applicable, subject to the terms and conditions of this Section 5.53. Unless and until the Discharge of Senior Indebtedness, the Subordinated Agent agrees to promptly notify the Senior Agent of any Pledged Collateral held by it or by any Subordinated Lender, and, at any time prior to the Discharge of Senior Indebtedness, the Subordinated Agent or such Subordinated Lender holding any Pledged Collateral shall promptly deliver to the Senior Agent any such Pledged Collateral held by it, together with any necessary endorsements (or otherwise allow the Senior Agent to obtain control of such Pledged Collateral). The Subordinated Agent agrees to assign to the Senior Agent each deposit account control agreement entered into by the Subordinated Agent to the extent capable of such assignment (or otherwise amend or replace each such deposit account control agreement in a manner reasonably acceptable to the Senior Agent (at the written direction of the requisite Senior Lenders) to effectuate the Senior Agent’s perfection by control with respect thereto to the extent capable of such amendment), as promptly as practicable, and to take such other actions as the Senior Agent may reasonably request in connection with the foregoing. (ii) b. The First Priority Agent as Collateral Senior Agent shall have no obligation whatsoever to the First Priority Creditors, the Second Priority Agent, Subordinated Agent or any Second Priority Creditor, Subordinated Lender to ensure that the Pledged Collateral is genuine or owned by any of the Grantors Obligor or to preserve rights or benefits of any Person except as expressly set forth in this Section 5.53. The Subordinated Agent shall have no obligation whatsoever to the Senior Agent or any Senior Lender to ensure that the Pledged Collateral is genuine or owned by any Obligor or to preserve rights or benefits of any Person except as expressly set forth in this Section 3. The duties or responsibilities of the First Priority Senior Agent under this Section 5.5 3 shall be limited solely to holding or controlling the Pledged Collateral as bailee and agent in accordance with this Section 5.5 3 and delivering the Pledged Collateral upon a Discharge of First Priority Obligations Senior Indebtedness as provided in paragraph clause (ivd) belowof this Section 3. The duties or responsibilities of the Subordinated Agent under this Section 3 shall be limited solely to holding or controlling the Pledged Collateral as bailee and agent in accordance with this Section 3 and delivering the Pledged Collateral to the Senior Agent as provided in clause (a) of this Section 3 and taking such actions as are set forth in the last sentence of clause (a) of this Section 3. (iii) c. The First Priority Senior Agent acting pursuant to this Section 5.5 3 shall not have by reason of any Collateral Documentthe Senior Loan Documents, the Subordinated Loan Documents, or this Agreement or any other document a fiduciary relationship in respect of the First Priority Creditors, the Second Priority Subordinated Agent or any Second Priority CreditorSubordinated Lender. The Subordinated Agent acting pursuant to this Section 3 shall not have by reason of the Senior Loan Documents, the Subordinated Loan Documents, or this Agreement a fiduciary relationship in respect of the Senior Agent or any Senior Lender. (iv) d. Upon the Discharge of First Priority ObligationsSenior Indebtedness, the First Priority Senior Agent shall deliver the remaining Pledged Collateral (if any) together with any necessary endorsements, first, to the Second Priority Subordinated Agent to the extent Second Priority the Subordinated Obligations remain outstanding as confirmed in writing by the Subordinated Agent, and, to the extent that the Subordinated Agent confirms no Subordinated Obligations are outstanding, and second, to the Borrowers Obligors or any other applicable Person designated by the Obligors to the extent no First Priority Obligations or Second Priority Senior Indebtedness and no Subordinated Obligations remain outstanding (in each case, so as to allow such Person to obtain possession or control of such Pledged CollateralCollateral or as the Obligors may direct); provided that. e. Upon the Discharge of Senior Indebtedness, the Senior Agent shall deliver change notices (or similar documents) necessary to transfer control of deposit accounts (to the extent such deposit accounts are subject to deposit account control agreements under which the Senior Agent is the controlling agent) from the Senior Agent, first, to the Subordinated Agent to the extent the Subordinated Obligations remain outstanding as confirmed in writing by the Subordinated Agent, and, to the extent that the Subordinated Agent confirms no Subordinated Obligations are outstanding, second, to the Obligors or any other applicable Person as the Obligors may direct to the extent no Senior Indebtedness or the Subordinated Obligations remain outstanding (in each case, so as to allow such Person to obtain control of such deposit accounts or as the First Priority Obligors may direct). Except as expressly set forth in the foregoing sentence and notwithstanding anything to the contrary contained in this Section 3, the Senior Agent shall be entitled have no obligation to rely on certifications from (i) assign any deposit account control agreement with a third party to the Second Priority Subordinated Agent or to the Borrowers, as the case may be, as to whether any Second Priority Obligations remain outstanding. The First Priority Agent further agrees to take all other action reasonably requested by the Second Priority Agent in connection with the Second Priority Agent obtaining a first priority interest in the Collateral or as a court of competent jurisdiction may otherwise direct. (v) Subject to extent that the terms of this Agreement, such deposit account control agreement prohibit any such assignment or otherwise require the consent of such third party that is not granted or (ii) take any action to assist the Subordinated Agent with respect to the replacement of any such deposit account control agreement that cannot be so long as the Discharge of First Priority Obligations has not occurred, the First Priority Agent shall be entitled to deal with the Pledged Collateral or Collateral within its “control” in accordance with the terms of this Agreement and other First Priority Collateral Documents as if the Liens of the Second Priority Agent or Second Priority Creditors did not existassigned.

Bailee for Perfection. Until the Discharge of First Priority Obligations has occurred: (ia) The First Priority Agent as Revolving Collateral Agent agrees and the Notes Collateral Agent each agree to hold or control that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC, including, but not limited to, the Earnings Accounts UCC or other applicable law (such Collateral Collateral, which shall include, without limitation, deposit account control agreements, being referred to as the “Pledged Collateral”) ), as gratuitous bailee and as a non-fiduciary agent for the First Priority Creditors and Notes Collateral Agent or the Revolving Collateral Agent, as bailee for the Second Priority Agent applicable (such bailment and agency being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2), 9-106(a) 313(c), 9-104, 9-105, 9-106, and 9-313(c) 107 of the UCC) and any assignee ), solely for the purpose of perfecting the security interest granted under the First Priority Loan Notes Documents and or the Second Priority Revolving Loan Documents, respectivelyas applicable, subject to the terms and conditions of this Section 5.55.4. The Notes Collateral Agent and the Notes Claimholders hereby appoint the Revolving Collateral Agent as their gratuitous bailee for the purposes of perfecting their security interest in all Pledged Collateral in which the Revolving Collateral Agent has a perfected security interest under the UCC. The Revolving Collateral Agent and the Revolving Claimholders hereby appoint the Notes Collateral Agent as their gratuitous bailee for the purposes of perfecting their security interest in all Pledged Collateral in which the Notes Collateral Agent has a perfected security interest under the UCC. Each of the Revolving Collateral Agent and the Notes Collateral Agent hereby accept such appointments pursuant to this Section 5.4(a) and acknowledge and agree that it shall act for the benefit of the other Claimholders with respect to any Pledged Collateral and that any proceeds received by the Revolving Collateral Agent or the Notes Collateral Agent, as the case may be, under any Pledged Collateral shall be applied in accordance with Section 4. In furtherance of the foregoing, each Grantor hereby grants a security interest in the Pledged Collateral to (x) the Revolving Collateral Agent for the benefit of the Revolving Claimholders and the Notes Claimholders and (y) the Notes Collateral Agent for the benefit of the Revolving Claimholders and the Notes Claimholders. Unless and until the Discharge of Revolving Obligations, the Notes Collateral Agent agrees to promptly notify the Revolving Collateral Agent of any Pledged Collateral constituting Revolving Priority Collateral held by it or actually known by it to be held by any other Notes Claimholders, and, immediately upon the request of the Revolving Collateral Agent at any time prior to the Discharge of Revolving Obligations, the Notes Collateral Agent agrees to deliver to the Revolving Collateral Agent any such Pledged Collateral held by it or by any Notes Claimholders, together with any necessary endorsements (or otherwise allow the Revolving Collateral Agent to obtain control of such Pledged Collateral). Unless and until the Discharge of Notes Obligations, the Revolving Collateral Agent agrees to promptly notify the Notes Collateral Agent of any Pledged Collateral constituting Notes Priority Collateral held by it or actually known by it to be held by any other Revolving Claimholders, and, immediately upon the request of the Notes Collateral Agent at any time prior to the Discharge of Notes Obligations, the Revolving Collateral Agent agrees to deliver to the Notes Collateral Agent any such Pledged Collateral held by it or by any Revolving Claimholders, together with any necessary endorsements (or otherwise allow the Notes Collateral Agent to obtain control of such Pledged Collateral). The Revolving Collateral Agent hereby agrees that upon the Discharge of Revolving Obligations, upon the written request of the Notes Collateral Agent, to the extent that the applicable control agreement is in full force and effect and has not been terminated, the Revolving Collateral Agent shall continue to act as such a bailee and non-fiduciary agent for the Notes Collateral Agent (solely for the purpose of perfecting the security interest granted under the Notes Documents and at the expense of the Notes Collateral Agent (as such expenses will be reimbursed pursuant to the provisions of the Indenture)) with respect to the deposit account or securities account that is the subject of such control agreement, until the earlier to occur of (x) 60 days after the date when the Discharge of Revolving Obligations has occurred, and (y) the date when a control agreement is executed in favor of the Notes Collateral Agent with respect to such deposit account or securities account. (iib) Subject to the terms of this Agreement, until the Discharge of Revolving Obligations has occurred, the Revolving Collateral Agent shall be entitled to deal with the Revolving Priority Collateral in accordance with the terms of the Revolving Loan Documents as if the Liens of the Notes Collateral Agent under the Notes Documents did not exist. The rights of the Notes Collateral Agent shall at all times be subject to the terms of this Agreement and to the Revolving Collateral Agent’s rights under the Revolving Loan Documents. (c) Subject to the terms of this Agreement, until the Discharge of Notes Obligations has occurred, the Notes Collateral Agent shall be entitled to deal with the Notes Priority Collateral in accordance with the terms of the Notes Documents as if the Liens of the Revolving Collateral Agent under the Revolving Loan Documents did not exist. The rights of the Revolving Collateral Agent shall at all times be subject to the terms of this Agreement and to the Notes Collateral Agent’s rights under the Indenture. (d) The First Priority Agent as Revolving Collateral Agent shall have no obligation whatsoever to the First Priority Creditors, the Second Priority Agent, Notes Collateral Agent or any Second Priority Creditor, Notes Claimholder to ensure that the Pledged Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person person except as expressly set forth in this Section 5.55.4. The Notes Collateral Agent shall have no obligation whatsoever to the Revolving Collateral Agent or any Revolving Claimholder to ensure that the Pledged Collateral is genuine or owned by any of Grantors or to preserve rights or benefits of any person except as expressly set forth in this Section 5.4. The duties or responsibilities of the First Priority Revolving Collateral Agent under this Section 5.5 5.4 shall be limited solely to holding or controlling the Pledged Collateral as bailee and agent in accordance with this Section 5.5 5.4 and delivering the Pledged Collateral upon a Discharge of First Priority Revolving Obligations as provided in paragraph (ive) belowof this Section 5.4. The duties or responsibilities of the Notes Collateral Agent under this Section 5.4 shall be limited solely to holding or controlling the Pledged Collateral as bailee and agent in accordance with this Section 5.4 and delivering the Pledged Collateral upon a Discharge of Notes Obligations as provided in paragraph (f) of this Section 5.4. (iiie) The First Priority Revolving Collateral Agent acting pursuant to this Section 5.5 5.4 shall not have by reason of any the Revolving Collateral DocumentDocuments, the Notes Collateral Documents, this Agreement Agreement, or any other document a fiduciary relationship in respect of the First Priority Creditors, the Second Priority Notes Collateral Agent or any Second Priority CreditorNotes Claimholder. The Notes Collateral Agent acting pursuant to this Section 5.4 shall not have by reason of the Revolving Collateral Documents, the Notes Collateral Documents, this Agreement, or any other document a fiduciary relationship in respect of the Revolving Collateral Agent or any Revolving Claimholder. (ivf) Upon the Discharge of First Priority Revolving Obligations, the First Priority Revolving Collateral Agent (x) shall deliver or cause to be delivered the remaining Pledged Collateral (if any) in its possession or in the possession of its agents or bailees, together with any necessary endorsements, first, to the Second Priority Notes Collateral Agent to the extent Second Priority Notes Obligations remain outstanding as confirmed in writing by the Notes Collateral Agent, and, to the extent that the Notes Collateral Agent confirms no Notes Obligations are outstanding, and second, to the Borrowers applicable Grantor to the extent no First Priority Revolving Obligations or Second Priority Notes Obligations that are secured by such Pledged Collateral remain outstanding (in each case, so as to allow such Person person to obtain possession or control of such Pledged Collateral); provided that, in each case, ) or as a court of competent jurisdiction may otherwise direct (y) and will cooperate with the First Priority Notes Collateral Agent shall be entitled to rely on certifications from the Second Priority Agent or the Borrowersand such Grantor, as the case may be, as in assigning (without recourse to whether or warranty by the Revolving Collateral Agent or any Second other Revolving Claimholder or agent or bailee thereof) control over any other Revolving Priority Obligations remain outstandingCollateral under its control. The First Priority At such time, the Revolving Collateral Agent further agrees to take all other action reasonably requested by the Second Priority Notes Collateral Agent in connection with at the Second Priority sole cost and expense of the Company (including amending any outstanding control agreements) to enable the Notes Collateral Agent obtaining to obtain a first priority security interest in the Collateral. (g) Upon the Discharge of Notes Obligations, the Notes Collateral Agent (x) shall deliver the remaining Pledged Collateral (if any) in its possession or in the possession of its agents or bailees together with any necessary endorsements, first, to the Revolving Collateral Agent to the extent the Revolving Obligations remain outstanding as confirmed in writing by the Revolving Collateral Agent, and, to the extent that the Revolving Collateral Agent confirms no Revolving Obligations are outstanding, second, to the applicable Grantor to the extent no Revolving Obligations or Notes Obligations that are secured by such Pledged Collateral remain outstanding (in each case, so as to allow such person to obtain possession or control of such Pledged Collateral) or as a court of competent jurisdiction may might otherwise direct. direct (vy) Subject to and will cooperate with the terms of this AgreementRevolving Collateral Agent and such Grantor, so long as the Discharge of First case may be, in assigning (without recourse to or warranty by the Notes Collateral Agent or any other Notes Claimholder or agent or bailee thereof) control over any other Notes Priority Obligations has not occurredCollateral under its control. At such time, the First Priority Notes Collateral Agent shall be entitled further agrees to deal with take all other action reasonably requested by the Pledged Revolving Collateral or Collateral within its “control” in accordance with Agent at the terms of this Agreement sole cost and other First Priority Collateral Documents as if the Liens expense of the Second Priority Company (including amending any outstanding control agreements) to enable the Revolving Collateral Agent or Second Priority Creditors did not existto obtain a first priority security interest in the Collateral.

Bailee for Perfection. Until the Discharge of First Priority Obligations has occurred: (ia) The First Priority First-Lien Agent as acknowledges it holds the Pledged Collateral Agent agrees to hold that part of the or other Collateral that is in its possession or control (or in the possession or control of its agents or bailees) on behalf of itself and the Second-Lien Collateral Agent (it being understood that with respect to the extent that possession Second-Lien Collateral Agent, it holds solely the Pledged Collateral or control thereof is taken to perfect a Lien thereon under the UCCother Collateral constituting Shared Collateral) and, includingin each case, but not limited toany assignee, the Earnings Accounts (such Collateral being the “Pledged Collateral”) as agent for the First Priority Creditors and as bailee for the Second Priority Agent (such bailment being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2), 9-106(a) and 9-313(c) of the UCC) and any assignee solely for the purpose of perfecting the security interest granted under the First Priority Loan First-Lien Credit Documents and the Second Priority Loan Second-Lien Notes Documents, respectively, subject to the terms and conditions of this Section 5.5. (iib) With respect to any and all filings or recordings by or in favor of First-Lien Agent made in the United States Patent and Trademark Office or the U.S. Copyright Office against any Grantor’s intellectual property which constitutes Shared Collateral, First-Lien Agent agrees to act under such filings and recordings, to the extent filings or recordings of such type and character are necessary to obtain perfection of a Lien in such intellectual property, and to hold such Liens as bailee for the Second-Lien Collateral Agent and each Second-Lien Claimholder, and their respective successors and assigns, solely for the purpose of achieving the perfection of such Liens granted in such intellectual property to the Second-Lien Collateral Agent pursuant to the Second-Lien Security Documents, subject, in all respects, to the terms and conditions of this Section 5.5. (c) Except as otherwise expressly provided herein, until the Discharge of First-Lien Obligations has occurred, the First-Lien Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the First-Lien Credit Documents as if the Liens of the Second-Lien Collateral Agent under the Second-Lien Security Documents did not exist. The rights of the Second-Lien Collateral Agent shall at all times be subject to the terms of this Agreement and to the First-Lien Agent’s rights under the First-Lien Credit Documents. (d) The First Priority Agent as Collateral First-Lien Agent shall have no obligation whatsoever to the First Priority Creditors, First-Lien Creditors and the Second Priority Agent, Second-Lien Collateral Agent or any Second Priority Creditor, Second-Lien Claimholder to ensure assure that the Pledged Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section 5.5. The duties or responsibilities of the First Priority First-Lien Agent under this Section 5.5 shall be limited solely to holding the Pledged Collateral as bailee in accordance with this Section 5.5 and delivering the Pledged Collateral upon a Discharge of First Priority Obligations as provided in paragraph (iv) below5.5. (iiie) The First Priority Agent First-Lien Agent, acting pursuant to this Section 5.5 5.5, shall not have by reason of any Collateral Documentthe First-Lien Security Documents, the Second-Lien Security Documents, this Agreement or any other document document, a fiduciary relationship in respect of the First Priority First-Lien Creditors, the Second Priority Second-Lien Collateral Agent or any Second Priority Creditorother Second-Lien Claimholder. (ivf) Upon the Discharge of First Priority First-Lien Obligations, the First Priority First-Lien Agent shall deliver the remaining whatever Pledged Collateral it has in its possession (if any) (or proceeds thereof) together with any necessary endorsements, first, to the Second Priority Second-Lien Collateral Agent or as the Second-Lien Collateral Agent shall otherwise lawfully direct (solely to the extent Second Priority such Pledged Collateral constitutes Shared Collateral), if any Second-Lien Obligations remain outstanding, and second, to the Borrowers to Borrower or the extent relevant Grantor if no First Priority First-Lien Obligations or Second Priority Second-Lien Obligations remain outstanding (in each case, so as to allow such Person to obtain possession or control of such Pledged Collateral); provided that, in each case, the First Priority Agent shall be entitled to rely on certifications from the Second Priority Agent or the Borrowers, as the case may be, as to whether any Second Priority Obligations remain outstanding. The First Priority First-Lien Agent further agrees to take all other action reasonably requested by the Second Priority Agent such Person, at such Person’s sole cost and expense, in connection with the Second Priority Agent such Person’s obtaining a first first-priority interest in the Collateral or as a court of competent jurisdiction may otherwise direct. (v) Subject to the terms of this Agreement, so long as the Discharge of First Priority Obligations has not occurred, the First Priority Agent shall be entitled to deal with the Pledged Collateral or Collateral within its “control” in accordance with the terms of this Agreement and other First Priority Collateral Documents as if the Liens of the Second Priority Agent or Second Priority Creditors did not exist.

Bailee for Perfection. Until the Discharge of First Priority Obligations has occurred: (ia) The First Priority ABL Agent as Collateral and Notes Agent agrees each agree to hold or control that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees) ), to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC, including, but not limited to, the Earnings Accounts UCC or other applicable law (such Collateral being referred to as the “Pledged Collateral”) ), as gratuitous bailee and as a non-fiduciary agent for the First Priority Creditors benefit of and on behalf of Notes Agent or ABL Agent, as bailee for the Second Priority Agent applicable (such bailment and agency being intended, among other things, to satisfy the requirements of possession or control under Sections 8-106(d)(3), 8-301(a)(2), 9-106(a) 313(c), 9-104, 9-105, 9-106, and 9-313(c) 107 of the UCC) and any assignee ), solely for the purpose of perfecting the security interest granted under the First Priority Loan Notes Collateral Documents and or the Second Priority ABL Loan Documents, respectivelyas applicable, subject to the terms and conditions of this Section 5.55.4. Notes Agent and the other Notes Claimholders hereby appoint ABL Agent as their gratuitous bailee for the purposes of perfecting their security interest in all Pledged Collateral in which ABL Agent has a perfected security interest under the UCC. ABL Agent and the other ABL Claimholders hereby appoint Notes Agent as their gratuitous bailee for the purposes of perfecting their security interest in all Pledged Collateral in which Notes Agent has a perfected security interest under the UCC. Each of ABL Agent and Notes Agent hereby accept such appointmentsappointment pursuant to this Section 5.4(a) and acknowledge and agree that it shall act for the benefit of and on behalf of the other Agent and the applicable other Claimholders with respect to any Pledged Collateral and that any proceeds received by ABL Agent or Notes Agent, as the case may be, under any Pledged Collateral shall be applied in accordance with Section 4. Unless and until the Discharge of Notes Obligations, ABL Agent agrees to promptly notify Notes Agent of any Pledged Collateral constituting Notes Priority Collateral held by it or known by it to be held by any other ABL Claimholders, and, immediatelypromptly upon the request of Notes Agent in writing at any time prior to the Discharge of Notes Obligations, ABL Agent agrees to deliver to Notes Agent any such Pledged Collateral held by it or by any other ABL Claimholders, together with any necessary endorsements (or otherwise allow Notes Agent to obtain control of such Pledged Collateral). Unless and until the Discharge of ABL Obligations, Notes Agent agrees to promptly notify ABL Agent of any Pledged Collateral constituting ABL Priority Collateral held by it or known by it to be held by any other Notes Claimholders, and, immediatelypromptly upon the request of ABL Agent in writing at any time prior to the Discharge of ABL Obligations, Notes Agent agrees to deliver to ABL Agent any such Pledged Collateral held by it or by any other Notes Claimholders, together with any necessary endorsements (or otherwise allow ABL Agent to obtain control of such Pledged Collateral). ABL Agent hereby agrees that upon the Discharge of ABL Obligations, upon the written request of Notes Agent, to the extent that the applicable control agreement is in full force and effect and has not been terminated, ABL Agent shall continue to act as such a gratuitous bailee and non-fiduciary agent for Notes Agent (solely for the purpose of perfecting the security interest granted under the Notes Collateral Documents and at the expense of Grantors) with respect to the deposit account or securities account that is the subject of such control agreement, until the earlier to occur of (x) 30 days after the date when the Discharge of ABL Obligations has occurred, and (y) the date when a control agreement is executed in favor of Notes Agent with respect to such deposit account or securities account. (iib) The First Priority ABL Agent as Collateral Agent and the other ABL Claimholders shall have no obligation whatsoever to the First Priority Creditors, the Second Priority Agent, Notes Agent or any Second Priority Creditor, other Notes Claimholder to ensure that the Pledged Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person person except as expressly set forth in this Section 5.55.4. Notes Agent and the other Notes Claimholders shall have no obligation whatsoever to ABL Agent or any other ABL Claimholder to ensure that the Pledged Collateral is genuine or owned by any of Grantors or to preserve rights or benefits of any person except as expressly set forth in this Section 5.4. The duties or responsibilities of the First Priority ABL Agent under this Section 5.5 5.4 shall be limited solely to holding or controlling the Pledged Collateral as a gratuitous bailee and a non-fiduciary agent in accordance with this Section 5.5 5.4 and delivering the Pledged Collateral upon a Discharge of First Priority ABL Obligations as provided in paragraph (ivd) belowof this Section 5.4. The duties or responsibilities of Notes Agent under this Section 5.4 shall be limited solely to holding or controlling the Pledged Collateral as a gratuitous bailee and a non-fiduciary agent in accordance with this Section 5.4 and delivering the Pledged Collateral upon a Discharge of Notes Obligations as provided in paragraph (ed) of this Section 5.4. (iiic) The First Priority ABL Agent acting pursuant to this Section 5.5 5.4 shall not have by reason of any the ABL Collateral DocumentDocuments, the Notes Collateral Documents, or this Agreement or any other document a fiduciary relationship in respect of the First Priority Creditors, the Second Priority Notes Agent or any Second Priority Creditorother Notes Claimholder. Notes Agent acting pursuant to this Section 5.4 shall not have by reason of the ABL Collateral Documents, the Notes Collateral Documents, or this Agreement a fiduciary relationship in respect of ABL Agent or any other ABL Claimholder. (ivd) Upon ABL Agent shall transfer to Notes Agent (i) any proceeds of any ABL Priority Collateral in which Notes Agent continues to hold a security interest remaining following any sale, transfer or other disposition of such ABL Priority Collateral (in each case, unless Notes Agent’s Lien on all such ABL Priority Collateral is terminated and released prior to or concurrently with such sale, transfer, disposition, payment or satisfaction and does not continue on the proceeds of such ABL Priority Collateral under Section 5.1), following the Discharge of First Priority ABL Obligations, or (ii) if ABL Agent is in possession of all or any part of such ABL Priority Collateral after the First Discharge of ABL Obligations, such ABL Priority Collateral or any part thereof remaining, in each case without representation or warranty on the part of ABL Agent or any other ABL Claimholder. At such time, ABL Agent further agrees to take all other action reasonably requested by Notes Agent in writing at the expense of the Grantors (including amending any outstanding control agreements) to enable Notes Agent to obtain a first-priority security interest in the Collateral. To the extent no Notes Obligations that are secured by such Pledged Collateral remain outstanding as confirmed in writing by Notes Agent (so as to allow such person to obtain possession or control of such Pledged Collateral), ABL Agent shall deliver the remaining Pledged Collateral (if any) together with any necessary endorsementsendorsements to Company. Without limiting the foregoing, firstNotes Agent agrees for itself and each other Notes Claimholder that neither ABL Agent nor any other ABL Claimholder will have any duty or obligation first to marshal or realize upon the ABL Priority Collateral, or to sell, dispose of or otherwise liquidate all or any portion of the ABL Priority Collateral, in any manner that would maximize the return to the Second Notes Claimholders, notwithstanding that the order and timing of any such realization, sale, disposition or liquidation may affect the amount of proceeds actually received by the Notes Claimholders from such realization, sale, disposition or liquidation. (e) Notes Agent shall transfer to ABL Agent (i) any proceeds of any Notes Priority Collateral in which ABL Agent continues to the extent Second hold a security interest remaining following any sale, transfer or other disposition of such Notes Priority Obligations remain outstanding, and second, to the Borrowers to the extent no First Priority Obligations or Second Priority Obligations remain outstanding Collateral (in each case, so as unless ABL Agent’s Lien on all such Notes Priority Collateral is terminated and released prior to allow or concurrently with such Person to obtain sale, transfer, disposition, payment or satisfaction), following the Discharge of Notes Obligations, or (ii) if Notes Agent is in possession of all or control any part of such Pledged Collateral); provided thatNotes Priority Collateral after the Discharge of Notes Obligations, such Notes Priority Collateral or any part thereof remaining, in each case, case without representation or warranty on the First Priority Agent shall be entitled to rely on certifications from the Second Priority part of Notes Agent or the Borrowersany other Notes Claimholder. At such time, as the case may be, as to whether any Second Priority Obligations remain outstanding. The First Priority Notes Agent further agrees to take all other action reasonably requested by the Second Priority ABL Agent in connection with the Second Priority writing (including amending any outstanding control agreements) to enable ABL Agent obtaining to obtain a first first-priority security interest in the Collateral. To the extent no ABL Obligations that are secured by such Pledged Collateral remain outstanding as confirmed in writing by ABL Agent (so as to allow such person to obtain possession or as a court control of competent jurisdiction may such Pledged Collateral), Notes Agent shall deliver the remaining Pledged Collateral (if any) together with any necessary endorsements to Company. Without limiting the foregoing, ABL Agent agrees for itself and each other ABL Claimholder that neither Notes Agent nor any other Notes Claimholder will have any duty or obligation first to marshal or realize upon the Notes Priority Collateral, or to sell, dispose of or otherwise direct. (v) Subject liquidate all or any portion of the Notes Priority Collateral, in any manner that would maximize the return to the terms ABL Claimholders, notwithstanding that the order and timing of this Agreementany such realization, so long as sale, disposition or liquidation may affect the Discharge amount of First Priority Obligations has not occurredproceeds actually received by the ABL Claimholders from such realization, the First Priority Agent shall be entitled to deal with the Pledged Collateral sale, disposition or Collateral within its “control” in accordance with the terms of this Agreement and other First Priority Collateral Documents as if the Liens of the Second Priority Agent or Second Priority Creditors did not existliquidation.

Bailee for Perfection. Until the Discharge of First Priority Obligations has occurred: (ia) The First Priority Agent as First-Lien Collateral Agent agrees to hold that part of the Shared Collateral that is in its possession or control (or in the possession or control of its agents or bailees) ), to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC, including, but not limited to, the Earnings Accounts Uniform Commercial Code (such Collateral being the “Pledged Collateral”) as agent for the First Priority Creditors benefit of and as bailee for the Second Priority Agent (such bailment being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2), 9-106(a) and 9-313(c) on behalf of the UCC) First-Lien Creditors, the Second-Lien Collateral Agent and the Second-Lien Creditors and any assignee solely for the purpose of perfecting the security interest granted under the First Priority Loan First-Lien Credit Documents and the Second Priority Loan Second-Lien Notes Documents, respectively, subject to the terms and conditions of this Section 5.5. The Second-Lien Collateral Agent hereby appoints the First-Lien Collateral Agent to act as its agent under all control agreements solely for the purposes of perfecting the security interests granted under the Second-Lien Security Documents, subject to the terms and conditions of this Section 5.5, and the First-Lien Collateral Agent accepts such appointment. In furtherance of the foregoing, the Grantors hereby grant to the First-Lien Collateral Agent for the benefit of the Second-Lien Collateral Agent and the Second-Lien Creditors a security interest in all of Grantors’ right, title and interest in all Pledged Collateral. (iib) Subject to the terms of this Agreement, until the Discharge of First-Lien Obligations has occurred, the First-Lien Collateral Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the First-Lien Credit Documents as if the Liens of the Second-Lien Collateral Agent under the Second-Lien Security Documents did not exist. The rights of the Second-Lien Collateral Agent shall at all times be subject to the terms of this Agreement and to the First-Lien Collateral Agent’s rights under the First-Lien Credit Documents. (c) The First Priority Agent as First-Lien Collateral Agent shall have no obligation whatsoever to the First Priority Creditors, First-Lien Creditors and the Second Priority Agent, Second-Lien Collateral Agent or any Second Priority Creditor, Second-Lien Creditor to ensure that the Pledged Collateral is genuine or owned by any of the Grantors or to preserve the rights or benefits of any Person except as expressly set forth in this Section 5.5. The duties or responsibilities of the First Priority First-Lien Collateral Agent under this Section 5.5 shall be limited solely to holding the Pledged Collateral as bailee for the benefit of and on behalf of the First-Lien Creditors and the Second-Lien Collateral Agent and any permitted assignee in accordance with this Section 5.5 and delivering the Pledged Collateral upon a Discharge of First Priority Obligations as provided in paragraph (iv) below5.5. (iiid) The First Priority First-Lien Collateral Agent acting pursuant to this Section 5.5 shall not have by reason of any Collateral Documentthe First-Lien Security Documents, the Second-Lien Security Documents, this Agreement or any other document or theory a fiduciary relationship in respect of the First Priority First-Lien Creditors, the Second Priority Second-Lien Collateral Agent or any Second Priority Second-Lien Creditor. (ive) Upon the Discharge of First Priority ObligationsFirst-Lien Obligations under the First-Lien Credit Documents to which the First-Lien Collateral Agent is a party, the First Priority First-Lien Collateral Agent shall deliver the remaining Pledged Collateral (if any) together with any necessary endorsements, first, to the Second Priority Second-Lien Collateral Agent to the extent Second Priority Second-Lien Obligations remain outstanding, and second, to the Borrowers Borrower to the extent no First Priority First-Lien Obligations or Second Priority Second-Lien Obligations remain outstanding (in each case, so as to allow such Person to obtain possession or control of such Pledged Collateral); provided that, in each case, the First Priority Agent shall be entitled to rely on certifications from the Second Priority Agent or the Borrowers, as the case may be, as to whether any Second Priority Obligations remain outstanding. The First Priority First-Lien Collateral Agent further agrees to take all other action reasonably requested by the Second Priority Agent such Person in connection with the Second Priority Agent such Person obtaining a first priority interest in the Pledged Collateral or as a court of competent jurisdiction may otherwise direct. (v) Subject . Notwithstanding the first-in-time filing of the First-Lien Collateral Agent’s Liens upon the Pledged Collateral and notwithstanding anything in Section 7.3 to the terms of this Agreementcontrary (but subject to Section 5.6 and Section 6.5), so long as after the Discharge of First Priority Obligations has not occurredFirst-Lien Obligations, the First Priority First-Lien Collateral Agent agrees that the Second-Lien Collateral Agent’s Liens upon the Pledged Collateral shall rank pari passu with the First-Lien Collateral Agent’s Liens on the Pledged Collateral to the extent the First-Lien Collateral Agent’s Liens remain in effect to secure any First-Lien Obligations still in effect after the Discharge of First-Lien Obligations. After the Discharge of First-Lien Obligations, subject to Section 5.6 and Section 6.5, any remaining First-Lien Obligations shall not be entitled to deal any benefits under this Agreement other than the right to be secured on a pari passu basis with the Pledged Collateral or Collateral within its “control” in accordance with the Second-Lien Obligations on terms no more disadvantageous than those of this Agreement and any other First Priority Collateral Documents as if the Liens of the Second Priority Agent or Second Priority Creditors did not existSecond-Lien Obligations.

Bailee for Perfection. Until the Discharge of (a) Each First Priority Obligations has occurred: (i) The First Priority Lien Agent as Collateral and Second Lien Agent agrees each agree to hold or control that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC, including, but not limited to, the Earnings Accounts UCC or other applicable law (such Collateral being referred to as the “Pledged Collateral”) ), as agent for the First Priority Creditors bailee and as bailee a non-fiduciary representative for the Second Priority Lien Agent or First Lien Agent, as applicable (such bailment and agency being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2), 9-106(a) 313(c), 9-104, 9-105, 9-106, and 9-313(c) 107 of the UCC) and any assignee ), solely for the purpose of perfecting the security interest granted under the Second Lien Documents or the First Priority Loan Documents and the Second Priority Lien Loan Documents, respectivelyas applicable, subject to the terms and conditions of this Section 5.56.4. Unless and until the First Lien Obligations are Paid in Full, the Second Lien Agent agrees to promptly notify the First Lien Agents of any Pledged Collateral held by it or by any other Second Lien Creditor of which it has knowledge, and, promptly upon the request of any First Lien Agent at any time prior to the Payment in Full of the First Lien Obligations, the Second Lien Agent agrees to deliver to any First Lien Agent any such Pledged Collateral held by it or received by it from any other Second Lien Creditor, together with any necessary endorsements (or otherwise allow the First Lien Agents to obtain control of such Pledged Collateral). Nothing in this Section 6.4 shall affect the relative priorities in and to the Collateral, all of which shall be governed by Section 2.1 of this Agreement. (iib) The No First Priority Agent as Collateral Lien Agent shall have no any obligation whatsoever to the First Priority Creditors, the Second Priority Agent, Lien Agent or any other Second Priority Creditor, Lien Creditor to ensure that the Pledged Collateral is genuine or owned by any of the Grantors Endologix or to preserve rights or benefits of any Person except as expressly set forth in this Section 5.56.4. Each of the Second Lien Agent and the other Second Lien Creditors hereby waives and releases each First Lien Agent from all claims and liabilities arising out of, or relating to, any First Lien Agent’s role under this Section 6.4 as bailee or agent with respect to any Collateral (except to the extent resulting from such First Lien Agent’s gross negligence or willful misconduct as determined by a court of competent jurisdiction by a final and non-appealable judgment). Each of the First Lien Agent and the other First Lien Creditors hereby waives and releases the Second Lien Agent from all claims and liabilities arising out of, or relating to the Second Lien Agent’s role under this Section 6.4 as bailee or agent with respect to any Collateral (except to the extent resulting from the Second Lien Agent’s gross negligence or willful misconduct as determined by a court of competent jurisdiction by a final and non-appealable judgment). Second Lien Agent shall have no obligation whatsoever to any First Lien Agent or any First Lien Creditor to ensure that the Pledged Collateral is genuine or owned by Endologix or to preserve rights or benefits of any Person except as expressly set forth in this Section 6.4. The duties or responsibilities of the First Priority Agent Lien Agents under this Section 5.5 6.4 shall be limited solely to holding or controlling the Pledged Collateral as bailee and non-fiduciary representative in accordance with this Section 5.5 6.4 and delivering the Pledged Collateral upon a Discharge Payment in Full of First Priority Lien Obligations as provided in paragraph (iv) belowSection 6.5. The duties or responsibilities of Second Lien Agent under this Section 6.4 shall be limited solely to holding or controlling the Pledged Collateral as bailee and non-fiduciary representative in accordance with this Section 6.4 and Section 2.2. (iiic) The No First Priority Lien Agent acting pursuant to this Section 5.5 6.4 (or otherwise) shall have by reason of any First Lien Loan Documents, the Second Lien Documents, or this Agreement a fiduciary relationship in respect of Second Lien Agent or any other Second Lien Creditor. Second Lien Agent acting pursuant to this Section 6.4 shall not have by reason of any Collateral Documentthe First Lien Loan Documents, the Second Lien Documents, or this Agreement or any other document a fiduciary relationship in respect of the First Priority Creditors, the Second Priority Lien Agent or any Second Priority other First Lien Creditor. (ivd) Upon the Discharge Payment in Full of First Priority Lien Obligations, the First Priority Lien Agents shall, to the extent permitted by applicable law, at the sole cost and expense of Endologix (or, if Endologix fails to pay such costs and expenses, at the cost and expense of the Second Lien Creditors other than the Second Lien Agent shall and the Trustee), deliver the remaining tangible Pledged Collateral (if any) together with any necessary endorsementsendorsements (including taking other action reasonably requested by Second Lien Agent to amend any control agreements), first, to the Second Priority Lien Agent to the extent the Second Priority Lien Obligations remain outstandingoutstanding as confirmed in writing by Second Lien Agent, and second, to the Borrowers Endologix to the extent no First Priority Lien Obligations or Second Priority Lien Obligations remain outstanding (in each case, so as to allow such Person to obtain possession or control of such Pledged Collateral); provided that, in each case, the First Priority Agent shall be entitled to rely on certifications from the Second Priority Agent or the Borrowers, as the case may be, as to whether any Second Priority Obligations remain outstanding. The First Priority Agent further agrees to take all other action reasonably requested by the Second Priority Agent in connection with the Second Priority Agent obtaining a first priority interest in the Collateral or as a court of competent jurisdiction may otherwise direct. (v) Subject to the terms of this Agreement, so long as the Discharge of First Priority Obligations has not occurred, the First Priority Agent shall be entitled to deal with the Pledged Collateral or Collateral within its “control” in accordance with the terms of this Agreement and other First Priority Collateral Documents as if the Liens of the Second Priority Agent or Second Priority Creditors did not exist.

Bailee for Perfection. Until the Discharge of First Priority Obligations has occurred: (ia) The First Priority Revolving Administrative Agent as and each Fixed Asset Collateral Agent agrees each agree to hold or control that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC, including, but not limited to, the Earnings Accounts (such Collateral, which shall include Collateral subject to deposit account control agreements or security account control agreements, being referred to as the “Pledged Collateral”) ), as gratuitous bailee and as a non-fiduciary agent for the First Priority Creditors and Fixed Asset Collateral Agents or the Revolving Administrative Agent, as bailee for the Second Priority Agent applicable (such bailment and agency being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2), 9-106(a) 313(c), 9-104, 9-105, 9-106, and 9-313(c) 107 of the UCC) and any assignee ), solely for the purpose of perfecting the security interest granted under the First Priority Loan Fixed Asset Documents and or the Second Priority Revolving Loan Documents, respectivelyas applicable, subject to the terms and conditions of this Section 5.55.4. Each Fixed Asset Collateral Agent and the other Fixed Asset Claimholders hereby appoint the Revolving Administrative Agent as their gratuitous bailee for the purposes of perfecting their security interest in all Pledged Collateral in which the Revolving Administrative Agent has a perfected security interest under the UCC. The Revolving Administrative Agent and the other Revolving Claimholders hereby appoint each Fixed Asset Collateral Agent as their gratuitous bailee for the purposes of perfecting their security interest in all Pledged Collateral in which such Fixed Asset Collateral Agent has a perfected security interest under the UCC. Each of the Revolving Administrative Agent and each Fixed Asset Collateral Agent hereby accept such appointments pursuant to this Section 5.4(a) and acknowledges and agrees that it shall act for the benefit of the Claimholders of the other Class with respect to any Pledged Collateral and that any proceeds received by the Revolving Administrative Agent or such Fixed Asset Collateral Agent, as the case may be, under any Pledged Collateral shall be applied in accordance with Section 4. Unless and until the Discharge of Revolving Obligations has occurred, each Fixed Asset Collateral Agent agrees to promptly notify the Revolving Administrative Agent of any Pledged Collateral constituting Revolving Priority Collateral held or controlled by it (or its agents or bailees, other than the Revolving Administrative Agent) or actually known by a Responsible Officer (as defined in the applicable Fixed Asset Debt Document) of such Fixed Asset Collateral Agent to be held or controlled by any other Fixed Asset Claimholders represented by it, and at any time prior to the Discharge of Revolving Obligations, each Fixed Asset Collateral Agent and each other Fixed Asset Claimholder agrees to deliver to the Revolving Administrative Agent any such Pledged Collateral held by it, together with any necessary endorsements (or otherwise allow the Revolving Administrative Agent to obtain control of such Pledged Collateral). Unless and until the Discharge of Fixed Asset Obligations has occurred, the Revolving Administrative Agent agrees to promptly notify the Designated Fixed Asset Collateral Agent in writing of any Pledged Collateral constituting Fixed Asset Priority Collateral held or controlled by it (or its agents or bailees, other than the Designated Fixed Asset Collateral Agent) or actually known by it to be held by any other Revolving Claimholders, and at any time prior to the Discharge of Fixed Asset Obligations, the Revolving Administrative Agent and each other Revolving Claimholder agrees to deliver to the Designated Fixed Asset Collateral Agent any such Pledged Collateral held by it, together with any necessary endorsements (or otherwise allow the Designated Fixed Asset Collateral Agent to obtain control of such Pledged Collateral). (iib) Subject to the terms of this Agreement, until the Discharge of Revolving Obligations has occurred, the Revolving Administrative Agent shall be entitled to deal with the Revolving Priority Collateral in accordance with the terms of the Revolving Loan Documents as if the Liens of the Fixed Asset Collateral Agents under the Fixed Asset Documents did not exist. The rights of the Fixed Asset Collateral Agents in respect of any Revolving Priority Collateral shall at all times be subject to the terms of this Agreement. (c) Subject to the terms of this Agreement, until the Discharge of Fixed Asset Obligations has occurred, the Designated Fixed Asset Collateral Agent shall be entitled to deal with the Fixed Asset Priority Collateral in accordance with the terms of the Fixed Asset Documents as if the Liens of the Revolving Administrative Agent under the Revolving Loan Documents did not exist. The rights of the Revolving Administrative Agent in respect of any Fixed Asset Priority Collateral shall at all times be subject to the terms of this Agreement. (d) The First Priority Agent as Collateral Revolving Administrative Agent shall have no obligation whatsoever to the First Priority Creditors, the Second Priority Agent, Fixed Asset Collateral Agents or any Second Priority Creditor, other Fixed Asset Claimholder to ensure that the Pledged Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section 5.55.4. The Designated Fixed Asset Collateral Agent shall have no obligation whatsoever to the Revolving Administrative Agent or any other Revolving Claimholder to ensure that the Pledged Collateral is genuine or owned by any of Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section 5.4. The duties or responsibilities of the First Priority Revolving Administrative Agent under this Section 5.5 5.4 shall be limited solely to holding or controlling the Pledged Collateral as bailee and agent in accordance with this Section 5.5 5.4 and delivering the Pledged Collateral upon a Discharge of First Priority Revolving Obligations as provided in paragraph (ivf) belowof this Section 5.4. The duties or responsibilities of each Fixed Asset Collateral Agent under this Section 5.4 shall be limited solely to holding or controlling the Pledged Collateral as bailee and agent in accordance with this Section 5.4 and delivering the Pledged Collateral upon a Discharge of Fixed Asset Obligations as provided in paragraph (g) of this Section 5.4. (iiie) The First Priority Revolving Administrative Agent acting pursuant to this Section 5.5 5.4 shall not have by reason of any the Revolving Collateral DocumentDocuments, the Fixed Asset Collateral Documents, this Agreement Agreement, or any other document a fiduciary relationship in respect of any Fixed Asset Collateral Agent or any other Fixed Asset Claimholder. The Designated Fixed Asset Collateral Agent acting pursuant to this Section 5.4 shall not have by reason of the Revolving Collateral Documents, the Fixed Asset Collateral Documents, this Agreement, or any other document a fiduciary relationship in respect of the First Priority Creditors, the Second Priority Revolving Administrative Agent or any Second Priority Creditorother Revolving Claimholder. (ivf) Upon the Discharge of First Priority Revolving Obligations, the First Priority Revolving Administrative Agent (i) shall deliver or cause to be delivered the remaining Pledged Collateral (if any) in its possession or in the possession of its agents or bailees (other than the Designated Fixed Asset Collateral Agent), together with any necessary endorsements, first, to the Second Priority Designated Fixed Asset Collateral Agent to the extent Second Priority that (x) Fixed Asset Obligations remain outstanding and (y) such Fixed Asset Obligations are secured by such Collateral as confirmed in writing by the Designated Fixed Asset Collateral Agent acting in accordance with the Fixed Asset Documents, and, to the extent that the Designated Fixed Asset Collateral Agent confirms no Fixed Asset Obligations are outstanding, and second, to the Borrowers applicable Grantor to the extent no First Priority Revolving Obligations or Second Priority Fixed Asset Obligations that are secured by such Pledged Collateral remain outstanding (in each case, so as to allow such Person to obtain possession or control of such Pledged Collateral); provided that, in each case, ) or as a court of competent jurisdiction may otherwise direct and (ii) will cooperate with the First Priority Designated Fixed Asset Collateral Agent shall be entitled to rely on certifications from the Second Priority Agent or the Borrowersand such Grantor, as the case may be, as in assigning (without recourse to whether or warranty by the Revolving Administrative Agent or any Second other Revolving Claimholder or agent or bailee thereof) control over any other Revolving Priority Obligations remain outstandingCollateral under its control. The First Priority At such time, the Revolving Administrative Agent further agrees to take all other action reasonably requested in writing by the Second Priority Designated Fixed Asset Collateral Agent in connection with at the Second Priority sole cost and expense of the Company (including amending any outstanding control agreements) to enable the Designated Fixed Asset Collateral Agent obtaining to obtain a first priority security interest in the Collateral to the extent that the Fixed Asset Claimholders are entitled to such Collateral. (g) Upon the Discharge of Fixed Asset Obligations, the Designated Fixed Asset Collateral Agent (i) shall deliver the remaining Pledged Collateral (if any) in its possession or in the possession of its agents or bailees (other than the Revolving Administrative Agent) together with any necessary endorsements, first, to the Revolving Administrative Agent to the extent the Revolving Obligations remain outstanding as confirmed in writing by the Revolving Administrative Agent acting in accordance with the Revolving Loan Documents, and, to the extent that the Revolving Administrative Agent confirms no Revolving Obligations are outstanding, second, to the applicable Grantor to the extent no Revolving Obligations or Fixed Asset Obligations that are secured by such Pledged Collateral remain outstanding (in each case, so as to allow such Person to obtain possession or control of such Pledged Collateral) or as a court of competent jurisdiction may might otherwise direct. direct and (vii) Subject to will cooperate with the terms of this AgreementRevolving Administrative Agent and such Grantor, so long as the Discharge of First case may be, in assigning (without recourse to or warranty by the Designated Fixed Asset Collateral Agent or any other Fixed Asset Claimholder or agent or bailee thereof) control over any other Fixed Asset Priority Obligations has not occurredCollateral under its control. At such time, the First Priority Designated Fixed Asset Collateral Agent shall be entitled further agrees to deal with take all other action reasonably requested in writing by the Pledged Collateral or Collateral within its “control” in accordance with Revolving Administrative Agent at the terms of this Agreement sole cost and other First Priority Collateral Documents as if the Liens expense of the Second Priority Company (including amending any outstanding control agreements) to enable the Revolving Administrative Agent or Second Priority Creditors did not existto obtain a first priority security interest in the Collateral.

Bailee for Perfection. Until the Discharge of First Priority Obligations has occurred: (ia) The First Priority Agent as First-Lien Collateral Agent agrees to hold that part of acquire and acknowledges it holds the Pledged Collateral that is or other Collateral in its possession or control (or in the possession or control of its agents or bailees) to on behalf of itself and the extent that possession or control thereof is taken to perfect a Second-Lien thereon under the UCC, including, but not limited to, the Earnings Accounts (such Collateral being the “Pledged Collateral”) as agent for the First Priority Creditors and as bailee for the Second Priority Agent (such bailment being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2), 9-106(a) and 9-313(c) of the UCC) and any assignee solely for the purpose of perfecting the security interest granted under the First Priority Loan First-Lien Security Documents and the Second Priority Loan Second-Lien Security Documents, respectively, subject to the terms and conditions of this Section 5.5. (iib) Until the Discharge of First-Lien Obligations has occurred, the First-Lien Collateral Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the First-Lien Loan Documents as if the Liens of the Second-Lien Collateral Agent under the Second-Lien Security Documents did not exist. The rights of the Second-Lien Collateral Agent shall at all times be subject to the terms of this Agreement and to the First-Lien Collateral Agent’s rights under the First-Lien Loan Documents. (c) The First Priority Agent as First-Lien Collateral Agent shall have no obligation whatsoever to the First Priority Creditors, First-Lien Creditors and the Second Priority Agent, Second-Lien Collateral Agent or any Second Priority Creditor, Second-Lien Creditor to ensure assure that the Pledged Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section 5.5. The duties or responsibilities of the First Priority First-Lien Collateral Agent under this Section 5.5 shall be limited solely to holding the Pledged Collateral as bailee in accordance with this Section 5.5 and delivering the Pledged Collateral upon a Discharge of First Priority Obligations as provided in paragraph (iv) below5.5. (iiid) The First Priority First-Lien Collateral Agent acting pursuant to this Section 5.5 shall not have by reason of any Collateral Documentthe First-Lien Security Documents, the Second-Lien Security Documents, this Agreement or Agreement, any other document a or under the Trust Indenture Act of 1939, as amended, any fiduciary relationship in respect of of, or a fiduciary obligation or duty to, the First Priority First-Lien Creditors, the Second Priority Second-Lien Collateral Agent or any Second Priority other Second-Lien Creditor. (ive) Upon the Discharge of First Priority the First-Lien Obligations, the First Priority First-Lien Collateral Agent shall deliver the remaining Pledged Collateral (if any) (or proceeds thereof) together with any necessary endorsements, first, to the Second Priority Agent to the extent Second Priority Second-Lien Collateral Agent, if any Second-Lien Obligations remain outstanding, and second, to the Borrowers to relevant Borrower or the extent relevant Grantor if no First Priority First-Lien Obligations or Second Priority Second-Lien Obligations remain outstanding (in each case, so as to allow such Person to obtain possession or control of such Pledged Collateral); provided that, in each case, the First Priority Agent shall be entitled to rely on certifications from the Second Priority Agent or the Borrowers, as the case may be, as to whether any Second Priority Obligations remain outstanding. The First Priority First-Lien Collateral Agent further agrees to take all other action reasonably requested by the Second Priority Agent such Person in connection with the Second Priority Agent such Person’s obtaining a first first-priority interest in the Collateral or as a court of competent jurisdiction may otherwise direct. (v) Subject to the terms of this Agreement, so long as the Discharge of First Priority Obligations has not occurred, the First Priority Agent shall be entitled to deal with the Pledged Collateral or Collateral within its “control” in accordance with the terms of this Agreement and other First Priority Collateral Documents as if the Liens of the Second Priority Agent or Second Priority Creditors did not exist.

Bailee for Perfection. Until the Discharge of First Priority Obligations has occurred: (ia) The First Priority ABL Agent as Collateral and Term Loan Agent agrees each agree to hold or control that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees) ), to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC, including, but not limited to, the Earnings Accounts UCC or other applicable law (such Collateral being referred to as the “Pledged Collateral”) ), as agent for the First Priority Creditors gratuitous bailee and as bailee a non-fiduciary representative for the Second Priority Term Loan Agent or ABL Agent, as applicable (such bailment and agency being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2), 9-106(a) 313(c), 9-104, 9-105, 9-106, and 9-313(c) 107 of the UCC) and any assignee ), solely for the purpose of perfecting the security interest granted under the First Priority Term Loan Documents and or the Second Priority Loan ABL Documents, respectivelyas applicable, subject to the terms and conditions of this Section 5.55.4. Term Loan Agent hereby appoints ABL Agent as its gratuitous bailee and non-fiduciary representative for the purposes of perfecting their security interest in all Pledged Collateral in which ABL Agent has a perfected security interest under the UCC. ABL Agent hereby appoints Term Loan Agent as its gratuitous bailee and non-fiduciary representative for the purposes of perfecting their security interest in all Pledged Collateral in which Term Loan Agent has a perfected security interest under the UCC. Each of ABL Agent and Term Loan Agent hereby accept such appointments pursuant to this Section 5.4 and acknowledge and agree that it shall act for the benefit of and on behalf of the other Claimholders with respect to any Pledged Collateral and that any Proceeds received by ABL Agent or Term Loan Agent, as the case may be, under any Pledged Collateral shall be applied in accordance with Section 4. Unless and until the Payment in Full of the ABL Debt, Term Loan Agent agrees to promptly notify ABL Agent of any Pledged Collateral constituting ABL Priority Collateral held by it or by any other Term Loan Claimholder, and, immediately upon the request of ABL Agent at any time prior to the Payment in Full of the ABL Debt, Term Loan Agent agrees to deliver to ABL Agent any such Pledged Collateral held by it or by any other Term Loan Claimholder, together with any necessary endorsements (or otherwise allow ABL Agent to obtain control of such Pledged Collateral). Unless and until the Payment in Full of the Term Loan Debt, ABL Agent agrees to promptly notify Term Loan Agent of any Pledged Collateral constituting Term Loan Priority Collateral held by it or by any other ABL Claimholder, and, immediately upon the request of Term Loan Agent at any time prior to the Payment in Full of the Term Loan Debt, ABL Agent agrees to deliver to Term Loan Agent any such Pledged Collateral held by it or by any other ABL Claimholder, together with any necessary endorsements (or otherwise allow Term Loan Agent to obtain control of such Pledged Collateral). (iib) The First Priority Agent as Collateral ABL Agent shall have no obligation whatsoever to any of the First Priority Creditors, the Second Priority Agent, or any Second Priority Creditor, Term Loan Claimholders to ensure that the Pledged Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person person except as expressly set forth in this Section 5.55.4. Term Loan Agent shall have no obligation whatsoever to any of the ABL Claimholders to ensure that the Pledged Collateral is genuine or owned by any of Grantors or to preserve rights or benefits of any person except as expressly set forth in this Section 5.4. The duties or responsibilities of the First Priority ABL Agent under this Section 5.5 5.4 shall be limited solely to holding or controlling the Pledged Collateral as bailee and non-fiduciary representative in accordance with this Section 5.5 5.4 and delivering any Pledged Collateral in its possession or control (or in the possession or control of its agents or bailees) upon a Payment in Full of ABL Debt as provided in Section 5.6. The duties or responsibilities of Term Loan Agent under this Section 5.4 shall be limited solely to holding or controlling the Pledged Collateral as bailee and non-fiduciary representative in accordance with this Section 5.4 and delivering any Pledged Collateral in its possession or control (or in the possession or control of its agents or bailees) upon a Discharge Payment in Full of First Priority Obligations Term Loan Debt as provided in paragraph (iv) belowSection 5.6. (iiic) The First Priority Agent ABL Agent, in acting pursuant to this Section 5.5 5.4, shall not have by reason of any Collateral Documenthave, this Agreement or any other document be deemed to have, a fiduciary relationship in respect of any of the First Priority CreditorsTerm Loan Claimholders. Term Loan Agent, in acting pursuant to this Section 5.4, shall not have, or be deemed to have, a fiduciary relationship in respect of any of the Second Priority Agent or any Second Priority CreditorABL Claimholders. (ivd) Upon Payment in Full of ABL Debt, ABL Agent shall, to the Discharge of First Priority Obligationsextent permitted by applicable law, the First Priority Agent shall deliver the remaining tangible Pledged Collateral in its possession or control (or in the possession or control of its agents or bailees), if any) , together with any necessary endorsements, first, to the Second Priority Term Loan Agent, if Term Loan Debt remains outstanding as confirmed to ABL Agent to the extent Second Priority Obligations remain in writing by Term Loan Agent, and, if Term Loan Agent confirms that no Term Loan Debt is outstanding, and second, to the Borrowers to the extent no First Priority Obligations or Second Priority Obligations remain outstanding (in each caseBorrowers. At such time, so as to allow such Person to obtain possession or control of such Pledged Collateral); provided that, in each case, the First Priority Agent shall be entitled to rely on certifications from the Second Priority Agent or the Borrowers, as the case may be, as to whether any Second Priority Obligations remain outstanding. The First Priority ABL Agent further agrees to take all other action reasonably requested by the Second Priority Term Loan Agent in connection with writing at the Second Priority expense of the Grantors (including amending any outstanding control agreements) to enable Term Loan Agent obtaining to obtain a first priority security interest in the Collateral Collateral. Without limiting the foregoing, Term Loan Agent agrees that no ABL Claimholder will have any duty or as a court obligation first to marshal or realize upon the ABL Priority Collateral, or to sell, dispose of, or otherwise realize upon all or any portion of competent jurisdiction the ABL Priority Collateral, in any manner that would maximize the return to the Term Loan Claimholders, notwithstanding that the order and timing of any such realization, sale, disposition or liquidation may otherwise directaffect the amount of proceeds actually received by the Term Loan Claimholders from such realization, sale, disposition or liquidation. (ve) Subject Upon Payment in Full of Term Loan Debt, Term Loan Agent shall, to the terms of this Agreementextent permitted by applicable law, so long as deliver the Discharge of First Priority Obligations has not occurred, the First Priority Agent shall be entitled to deal with the remaining tangible Pledged Collateral in its possession or Collateral within control (or in the possession or control of its “control” agents or bailees), if any, together with any necessary endorsements, first, to ABL Agent, if any ABL Debt (or commitments to extend ABL Debt) remains outstanding as confirmed to Term Loan Agent in accordance with writing by ABL Agent, and, if ABL Agent confirms that no ABL Debt (or commitments to extend ABL Debt) is outstanding, second, to Borrowers. At such time, Term Loan Agent further agrees to take all other action reasonably requested by ABL Agent in writing at the terms of this Agreement and other First Priority Collateral Documents as if the Liens expense of the Second Grantors (including amending any outstanding control agreements) to enable ABL Agent to obtain a first priority security interest in the Collateral. Without limiting the foregoing, ABL Agent agrees that no Term Loan Claimholder will have any duty or obligation first to marshal or realize upon the Term Loan Priority Agent Collateral, or Second to sell, dispose of or otherwise realize upon all or any portion of the Term Loan Priority Creditors did not existCollateral, in any manner that would maximize the return to the ABL Claimholders, notwithstanding that the order and timing of any such realization, sale, disposition or liquidation may affect the amount of proceeds actually received by the ABL Claimholders from such realization, sale, disposition or liquidation.

Bailee for Perfection. Until the Discharge of First Priority Obligations has occurred: (ia) The First Priority Agent as Collateral Agent Lien Representative agrees to hold that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC, including, but not limited to, the Earnings Accounts Uniform Commercial Code (such Collateral being the “Pledged Collateral”) as collateral agent for the First Priority Creditors Lien Claimholders and as bailee for the Second Priority Agent (such bailment being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2), 9-106(a) and 9-313(c) of the UCC) Lien Representative and any assignee solely for the purpose of perfecting the security interest interests granted under the First Priority Loan Lien Documents and the Second Priority Loan Lien Documents, respectively, subject to the terms and conditions of this Section 5.5. (iib) Subject to the terms of this Agreement, until the Discharge of First Lien Obligations has occurred, the First Lien Representative shall be entitled to deal with the Pledged Collateral in accordance with the terms of the First Lien Documents as if the Liens of the Second Lien Representative under the Second Lien Collateral Documents did not exist. The rights of the Second Lien Representative shall at all times be subject to the terms of this Agreement. (c) The First Priority Agent as Collateral Agent Lien Representative shall have no obligation whatsoever to the any First Priority CreditorsLien Claimholder, the Second Priority Agent, Lien Representative or any Second Priority Creditor, Lien Claimholder to ensure that the Pledged Collateral is genuine or owned by any of the Grantors Obligors or to preserve rights or benefits of any Person except as expressly set forth in this Section 5.5. The duties or responsibilities of the First Priority Agent Lien Representative under this Section 5.5 shall be limited solely to holding the Pledged Collateral as bailee in accordance with this Section 5.5 and delivering the Pledged Collateral upon a Discharge of First Priority Obligations as provided in paragraph (iv) below5.5. (iiid) The First Priority Agent Lien Representative acting pursuant to this Section 5.5 shall not have by reason of any the First Lien Collateral DocumentDocuments, the Second Lien Collateral Documents, this Agreement or any other document a fiduciary relationship in respect of the any First Priority CreditorsLien Claimholder, the Second Priority Agent Lien Representative or any Second Priority CreditorLien Claimholder. (ive) Upon the Discharge of the First Priority Lien Obligations, the First Priority Agent Lien Representative shall deliver the remaining Pledged Collateral (if any) together with any necessary endorsements, first, to the Second Priority Agent Lien Representative to the extent Second Priority Obligations remain outstanding, and second, to the Borrowers to the extent no First Priority Obligations or Second Priority Obligations remain outstanding (in each case, so as to allow such Person to obtain possession or control of such Pledged Collateral); provided that, in each case, the First Priority Agent shall be entitled to rely on certifications from the Second Priority Agent or the Borrowers, as the case may be, as to whether any Second Priority Lien Obligations remain outstanding. The First Priority Agent Lien Representative further agrees to take all other action reasonably requested by the Second Priority Agent Lien Representative in connection with the Second Priority Agent it obtaining a first priority interest in the Collateral or as a court of competent jurisdiction may otherwise directCollateral. (v) Subject to the terms of this Agreement, so long as the Discharge of First Priority Obligations has not occurred, the First Priority Agent shall be entitled to deal with the Pledged Collateral or Collateral within its “control” in accordance with the terms of this Agreement and other First Priority Collateral Documents as if the Liens of the Second Priority Agent or Second Priority Creditors did not exist.

Bailee for Perfection. Until (a) Solely for the Discharge purpose of perfecting the security interest granted in the Pledged Collateral pursuant to the Noteholder Collateral Documents, and subject to the terms and conditions of this Section 5.4, the First Priority Obligations has occurred: (i) The First Priority Agent as Lien Collateral Agent agrees to hold and acknowledges that it holds the Pledged Collateral that is part of the Common Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC, including, but not limited to, the Earnings Accounts (such Collateral being the “Pledged Collateral”) as agent for the First Priority Creditors and as bailee for the Second Priority Lien Collateral Agent and any assignee. (such bailment being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2), 9-106(ab) and 9-313(c) The rights of the UCC) and any assignee solely for the purpose of perfecting the security interest granted under the First Priority Loan Documents and the Second Priority Loan Documents, respectively, Lien Collateral Agent shall at all times be subject to the terms and conditions of this Section 5.5Agreement and to the First Lien Collateral Agent’s rights under the Credit Documents. (iic) The First Priority Agent as Lien Collateral Agent shall have no obligation whatsoever to the First Priority Creditors, the Second Priority Agent, Lien Collateral Agent or any Second Priority Creditor, Noteholder to ensure assure that the Pledged Collateral is genuine or owned by any of the Grantors Guarantor or to preserve rights or benefits of any Person except as expressly set forth in this Section 5.55.4. The duties or responsibilities of the First Priority Lien Collateral Agent under this Section 5.5 5.4 shall be limited solely to holding the Pledged Collateral as bailee in accordance with this Section 5.5 and delivering for the Pledged Second Lien Collateral upon a Discharge Agent for purposes of First Priority Obligations as provided in paragraph (iv) belowperfecting the Lien held by the Second Lien Collateral Agent. (iiid) The Neither the First Priority Lien Collateral Agent acting pursuant to this Section 5.5 nor the Second Lien Collateral Agent shall not have have, by reason of any the Noteholder Collateral Document, Documents or this Agreement or any other document a fiduciary relationship in respect of the other. The First Priority CreditorsLien Collateral Agent shall not have, by reason of the Second Priority Agent Noteholder Collateral Documents or this Agreement or any other document, a fiduciary relationship in respect of any Noteholder. The Second Priority CreditorLien Collateral Agent shall not have, by reason of the Noteholder Collateral Documents or this Agreement or any other document a fiduciary relationship in respect of the Lenders, in their capacity as such. (ive) Upon the Discharge of First Priority ObligationsLender Claims, the First Priority Lien Collateral Agent shall deliver to the remaining Second Lien Collateral Agent, at the sole cost and expense of the Guarantor, the Pledged Collateral (if any) in its possession or control together with any necessary endorsements, first, to endorsements (or oth- erwise allow the Second Priority Lien Collateral Agent to the extent Second Priority Obligations remain outstanding, and second, to the Borrowers to the extent no First Priority Obligations or Second Priority Obligations remain outstanding (in each case, so as to allow such Person to obtain possession or control of such Pledged Collateral); provided that, in each case, ) to the First Priority Agent shall be entitled to rely on certifications from the Second Priority Agent or the Borrowers, as the case may be, as to whether any Second Priority Obligations remain outstanding. The First Priority Agent further agrees to take all other action reasonably requested extent required by the Second Priority Agent in connection with the Second Priority Agent obtaining a first priority interest in the Collateral Noteholder Documents or as a court of competent jurisdiction may otherwise direct. (v) Subject to the terms of this Agreement, so long as the Discharge of First Priority Obligations has not occurred, the First Priority Agent shall be entitled to deal with the Pledged Collateral or Collateral within its “control” in accordance with the terms of this Agreement and other First Priority Collateral Documents as if the Liens of the Second Priority Agent or Second Priority Creditors did not exist.

Bailee for Perfection. Until the Discharge of First Priority Obligations has occurred: (ia) The First Priority Agent as Revolving Collateral Agent agrees and Notes Collateral Agent each agree to hold or control that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC, including, but not limited to, the Earnings Accounts UCC or other applicable law (such Collateral being Collateral, the “Pledged Collateral”) ), as gratuitous bailee and as a non-fiduciary agent for the First Priority Creditors benefit of and on behalf of the Notes Collateral Agent or Revolving Collateral Agent, as bailee for the Second Priority Agent applicable (such bailment and agency being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2), 9-106(a) 313(c), 9-104, 9-105, 9-106, and 9-313(c) 107 of the UCC) and any assignee ), solely for the purpose of perfecting the security interest granted under the First Priority Loan Notes Documents and or the Second Priority Revolving Loan Documents, respectivelyas applicable, subject to the terms and conditions of this Section 5.55.4. The Notes Collateral Agent and the Notes Claimholders hereby appoint the Revolving Collateral Agent as their gratuitous bailee for the purposes of perfecting their security interest in all Pledged Collateral in which the Revolving Collateral Agent has a perfected security interest under the UCC. The Revolving Collateral Agent and the Revolving Claimholders hereby appoint the Notes Collateral Agent as their gratuitous bailee for the purposes of perfecting their security interest in all Pledged Collateral in which the Notes Collateral Agent has a perfected security interest under the UCC. Each of the Revolving Collateral Agent and Notes Collateral Agent hereby accept such appointments pursuant to this Section 5.4(a) and acknowledge and agree that it shall act for the benefit of and on behalf of the other Claimholders with respect to any Pledged Collateral and that any Proceeds received by the Revolving Collateral Agent or Notes Collateral Agent, as the case may be, under any Pledged Collateral shall be applied in accordance with Section 4. Unless and until the Discharge of the Revolving Obligations, Notes Collateral Agent agrees to promptly notify Revolving Collateral Agent of any Pledged Collateral constituting Revolving Priority Collateral held by it or known by it to be held by any other Notes Claimholders, and, immediately upon the request of Revolving Collateral Agent at any time prior to the Discharge of the Revolving Obligations, Notes Collateral Agent agrees to deliver to Revolving Collateral Agent any such Pledged Collateral held by it or by any Notes Claimholders, together with any necessary endorsements (or otherwise allow Revolving Collateral Agent to obtain control of such Pledged Collateral). Until the Discharge of Revolving Obligations, the Revolving Collateral Agent will Control (as defined in Sections 8-106, 9-104 and 9-106 of the UCC, as applicable) any Collateral constituting Deposit Accounts, Securities Accounts or Commodity Accounts and Controlled by the Revolving Collateral Agent as gratuitous bailee and as a non-fiduciary agent for the benefit of and on behalf of the Notes Collateral Agent as secured party and Notes Claimholders solely for the purpose of perfecting the security interest granted under the Notes Documents and subject to the terms and conditions of this Section 5.4; provided, that upon the Discharge of Revolving Obligations, the Revolving Collateral Agent shall cooperate to have any control agreements with respect to such Collateral assigned to the Notes Collateral Agent and continue to hold such Collateral pursuant to this clause until the earlier of the date (i) on which the Notes Collateral Agent has obtained control thereof for the purpose of perfecting its security interest, and (ii) which is sixty (60) days after the Discharge of Revolving Obligations. (iib) The First Priority Agent as Revolving Collateral Agent and the Revolving Claimholders shall have no obligation whatsoever to the First Priority Creditors, the Second Priority Agent, Notes Collateral Agent or any Second Priority Creditor, Notes Claimholder to ensure that the Pledged Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person person except as expressly set forth in this Section 5.55.4. Notes Collateral Agent and the Notes Claimholders shall have no obligation whatsoever to Revolving Collateral Agent or any Revolving Claimholder to ensure that the Pledged Collateral is genuine or owned by any of Grantors or to preserve rights or benefits of any person except as expressly set forth in this Section 5.4. The duties or responsibilities of the First Priority Revolving Collateral Agent under this Section 5.5 5.4 shall be limited solely to holding or controlling the Pledged Collateral as bailee and agent in accordance with this Section 5.5 5.4 and delivering the Pledged Collateral upon a Discharge of First Priority Revolving Obligations as provided in paragraph (ivd) belowof this Section 5.4. The duties or responsibilities of Notes Collateral Agent under this Section 5.4 shall be limited solely to holding or controlling the Pledged Collateral as bailee and agent in accordance with this Section 5.4 and delivering the Pledged Collateral upon Discharge of Notes Obligations pursuant to Section 5.4(e). (iiic) The First Priority Revolving Collateral Agent acting pursuant to this Section 5.5 5.4 shall not have by reason of any the Revolving Collateral DocumentDocuments, the Notes Collateral Documents, or this Agreement or any other document a fiduciary relationship in respect of the First Priority Creditors, the Second Priority Notes Collateral Agent or any Second Priority CreditorNotes Claimholder. Notes Collateral Agent acting pursuant to this Section 5.4 shall not have by reason of the Revolving Collateral Documents, the Notes Collateral Documents, or this Agreement a fiduciary relationship in respect of Revolving Collateral Agent or any Revolving Claimholder. (ivd) Upon The Revolving Collateral Agent shall transfer to the Notes Collateral Agent (i) any proceeds of any Revolving Priority Collateral in which the Notes Collateral Agent continues to hold a security interest remaining following any sale, transfer or other disposition of such Revolving Priority Collateral (in each case, unless the Notes Collateral Agent’s Lien on all such Revolving Priority Collateral is terminated and released prior to or concurrently with such sale, transfer, disposition, payment or satisfaction), following the Discharge of First Priority Revolving Obligations, or (ii) if the First Revolving Collateral Agent is in possession of all or any part of such Revolving Priority Collateral after the Discharge of Revolving Obligations, such Revolving Priority Collateral or any part thereof remaining, in each case without representation or warranty on the part of the Revolving Collateral Agent or any Revolving Claimholder. At such time, Revolving Collateral Agent further agrees to take all other action reasonably requested by Notes Collateral Agent at the expense of AMLLC to enable Notes Collateral Agent to obtain a first priority security interest in the Collateral. To the extent no Notes Obligations that are secured by such Pledged Collateral remain outstanding as confirmed in writing by Notes Collateral Agent (so as to allow such person to obtain possession or control of such Pledged Collateral), Revolving Collateral Agent shall deliver the remaining Pledged Collateral (if any) together with any necessary endorsementsendorsements to AMLLC. Without limiting the foregoing, firstthe Notes Collateral Agent agrees for itself and each Notes Claimholder that neither the Revolving Collateral Agent nor any Revolving Claimholder will have any duty or obligation first to marshal or realize upon the Revolving Priority Collateral, or to sell, dispose of or otherwise liquidate all or any portion of the Revolving Priority Collateral, in any manner that would maximize the return to the Second Priority Notes Claimholders, notwithstanding that the order and timing of any such realization, sale, disposition or liquidation may affect the amount of proceeds actually received by the Notes Claimholders from such realization, sale, disposition or liquidation. (e) The Notes Collateral Agent shall transfer to the extent Second Revolving Collateral Agent (i) any proceeds of any Notes Priority Obligations remain outstandingCollateral in which the Revolving Collateral Agent continues to hold a security interest remaining following any sale, and second, to the Borrowers to the extent no First transfer or other disposition of such Notes Priority Obligations or Second Priority Obligations remain outstanding (Collateral in each case, so as unless the Revolving Collateral Agent’s Lien on all such Notes Priority Collateral is terminated and released prior to allow or concurrently with such Person to obtain sale, transfer, disposition, payment or satisfaction), following the Discharge of Notes Obligations, or (ii) if the Notes Collateral Agent is in possession of all or control any part of such Pledged Collateral); provided thatNotes Priority Collateral after the Discharge of Notes Obligations, such Notes Priority Collateral or any part thereof remaining, in each case, case without representation or warranty on the First Priority Agent shall be entitled to rely on certifications from part of the Second Priority Notes Collateral Agent or the Borrowersany Notes Claimholder. At such time, as the case may be, as to whether any Second Priority Obligations remain outstanding. The First Priority Notes Collateral Agent further agrees to take all other action reasonably requested by Revolving Collateral Agent at the Second Priority expense of AMLLC to enable Revolving Collateral Agent in connection with the Second Priority Agent obtaining to obtain a first priority security interest in the Collateral. To the extent no Revolving Obligations that are secured by such Pledged Collateral remain outstanding as confirmed in writing by Revolving Collateral Agent (so as to allow such person to obtain possession or as a court control of competent jurisdiction may such Pledged Collateral), Notes Collateral Agent shall deliver the remaining Pledged Collateral (if any) together with any necessary endorsements to AMLLC. Without limiting the foregoing, the Revolving Collateral Agent agrees for itself and each Revolving Claimholder that neither the Notes Collateral Agent nor any Notes Claimholder will have any duty or obligation first to marshal or realize upon the Notes Priority Collateral, or to sell, dispose of or otherwise direct. (v) Subject liquidate all or any portion of the Notes Priority Collateral, in any manner that would maximize the return to the terms Revolving Claimholders, notwithstanding that the order and timing of this Agreementany such realization, so long as sale, disposition or liquidation may affect the Discharge amount of First Priority Obligations has not occurredproceeds actually received by the Revolving Claimholders from such realization, the First Priority Agent shall be entitled to deal with the Pledged Collateral sale, disposition or Collateral within its “control” in accordance with the terms of this Agreement and other First Priority Collateral Documents as if the Liens of the Second Priority Agent or Second Priority Creditors did not existliquidation.

Bailee for Perfection. Until the Discharge of First Priority Obligations has occurred: (ia) The First Priority Agent as Lien Collateral Agent agrees to hold that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees) ), including, without limitation, deposit accounts and Investment Property that are in the control of the First Lien Collateral Agent pursuant to the UCC, to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC, including, but not limited to, the Earnings Accounts UCC (such Collateral being the “Pledged Collateral”) ), as collateral agent for the First Priority Creditors Lien Secured Parties and as bailee for the Second Priority Lien Collateral Agent (such bailment being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2), 9-106(a) and 9-313(c) of the UCC) and any assignee solely for the purpose of perfecting the security interest granted under the First Priority Lien Loan Documents and the Second Priority Lien Loan Documents, respectively, subject to the terms and conditions of this Section 5.55.4. In addition to the foregoing, the Second Lien Collateral Agent, on behalf of itself and the Second Lien Secured Parties, hereby appoints the First Lien Collateral Agent as its agent and agent for the other Second Lien Secured Parties and the First Lien Collateral Agent hereby agrees to act as agent for the Second Lien Collateral Agent and the other Second Lien Secured Parties for the sole purpose of taking control (within the meaning of Section 9-104 of the UCC) of all deposit accounts that are in the control of the First Lien Collateral Agent as agent for the Second Lien Collateral Agent and the other Second Lien Secured Parties, to the extent that control thereof is taken to perfect a Lien thereon under the UCC, subject to the terms and conditions of this Section 5.4. (iib) The First Priority Agent as Lien Collateral Agent shall have no obligation whatsoever to the First Priority Creditors, Lien Secured Parties and the Second Priority Agent, Lien Collateral Agent or any Second Priority Creditor, Lien Secured Party to ensure that the Pledged Collateral is genuine or owned by any of the Grantors Loan Parties or to preserve rights or benefits of any Person except as expressly set forth in this Section 5.55.4. The duties or responsibilities of the First Priority Lien Collateral Agent under this Section 5.5 5.4 shall be limited solely to holding the Pledged Collateral as bailee for the benefit of and on behalf of the First Lien Secured Parties and the Second Lien Collateral Agent and any permitted assignee in accordance with this Section 5.5 5.4. Except for gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction, the Second Lien Collateral Agent on behalf of itself and delivering the Pledged Second Lien Secured Parties hereby waives and releases the First Lien Collateral upon a Discharge of Agent from all damages, claims and liabilities arising pursuant to the First Priority Obligations Lien Collateral Agent’s role as provided in paragraph (iv) belowagent for perfection with respect to such Collateral. (iiic) The First Priority Lien Collateral Agent acting pursuant to this Section 5.5 5.4 shall not have by reason of any Collateral Documentthe First Lien Security Documents, the Second Lien Security Documents, this Agreement or any other document or theory a fiduciary relationship in respect of the First Priority CreditorsLien Secured Parties, the Second Priority Lien Collateral Agent or any Second Priority CreditorLien Secured Party. (ivd) Upon the Discharge of First Priority ObligationsLien Obligations under the First Lien Loan Documents to which the First Lien Collateral Agent is a party, the First Priority Lien Collateral Agent shall deliver (at the expense of the Loan Parties or the Second Lien Collateral Agent) the remaining Pledged Collateral (if any) together with any necessary endorsements, first, to the Second Priority Lien Collateral Agent to the extent Second Priority Lien Obligations remain outstanding, and second, to the Borrowers Borrower to the extent no First Priority Lien Obligations or Second Priority Lien Obligations remain outstanding (in each case, so as to allow such Person to obtain possession or control of such Pledged Collateral); provided that, in each case, the First Priority Agent shall be entitled to rely on certifications from the Second Priority Agent or the Borrowers, as the case may be, as to whether any Second Priority Obligations remain outstanding. The First Priority Lien Collateral Agent further agrees to take all other action reasonably requested by the Second Priority Lien Collateral Agent in connection with the Second Priority Lien Collateral Agent obtaining a first first-priority interest in the Collateral or as a court of competent jurisdiction may otherwise direct. (v) Subject to the terms of this Agreement, so long as . Upon the Discharge of First Priority Obligations has not occurredLien Obligations, the First Priority Lien Collateral Agent shall be entitled deliver, pursuant to deal with the Pledged Collateral or Collateral within its “control” and in accordance with the terms of this Agreement each applicable lockbox account agreement, landlord’s waiver and consent, bailee letter and other similar document to which the First Priority Lien Collateral Documents as if the Liens of Agent and the Second Priority Lien Collateral Agent are parties, a “Controlling Party Notice” or other similar notice pursuant to which the First Lien Agent shall cease to be, and the Second Priority Creditors did not existLien Collateral Agent shall commence to be, the controlling party thereunder.

Bailee for Perfection. Until the Discharge of First Priority Obligations has occurred: (ia) The First Priority Agent as First-Lien Collateral Agent agrees to hold that part of acquire, and acknowledges it holds, the Pledged Collateral that is or other Collateral in its possession or control (or in the possession or control of its agents or bailees) on behalf of itself and the Second-Lien Collateral Agent (it being understood that with respect to the extent that possession Second-Lien Collateral Agent, it holds solely the Pledged Collateral or control thereof is taken to perfect a Lien thereon under the UCCother Collateral constituting Shared Collateral) and, includingin each case, but not limited toany assignee, the Earnings Accounts (such Collateral being the “Pledged Collateral”) as agent for the First Priority Creditors and as bailee for the Second Priority Agent (such bailment being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2), 9-106(a) and 9-313(c) of the UCC) and any assignee solely for the purpose of perfecting the security interest granted under E-15 the First Priority Loan First-Lien Credit Documents and the Second Priority Loan Second-Lien Subordinated Notes Documents, respectively, subject to the terms and conditions of this Section 5.5. (iib) Until the Discharge of First-Lien Obligations has occurred, the First-Lien Collateral Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the First-Lien Credit Documents as if the Liens of the Second-Lien Collateral Agent under the Second-Lien Subordinated Security Documents did not exist. The rights of the Second-Lien Collateral Agent shall at all times be subject to the terms of this Agreement and to the First-Lien Collateral Agent’s rights under the First-Lien Credit Documents. (c) The First Priority Agent as First-Lien Collateral Agent shall have no obligation whatsoever to the First Priority Creditors, First-Lien Creditors and the Second Priority Agent, Second-Lien Collateral Agent or any Second Priority Creditor, Second-Lien Creditor to ensure assure that the Pledged Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section 5.5. The duties or responsibilities of the First Priority First-Lien Collateral Agent under this Section 5.5 shall be limited solely to holding the Pledged Collateral as bailee in accordance with this Section 5.5 and delivering the Pledged Collateral upon a Discharge of First Priority Obligations as provided in paragraph (iv) below5.5. (iiid) The First Priority Agent First-Lien Collateral Agent, acting pursuant to this Section 5.5 5.5, shall not have by reason of any Collateral Documentthe First-Lien Security Documents, the Second-Lien Subordinated Security Documents, this Agreement or any other document document, a fiduciary relationship in respect of the First Priority First-Lien Creditors, the Second Priority Second-Lien Collateral Agent or any Second Priority other Second-Lien Creditor. (ive) Upon the Discharge of First Priority First-Lien Obligations, the First Priority First-Lien Collateral Agent shall deliver the remaining Pledged Collateral (if any) (or proceeds thereof) together with any necessary endorsements, first, to the Second Priority Second-Lien Collateral Agent (solely to the extent Second Priority such Pledged Collateral constitutes Shared Collateral), if any Second-Lien Subordinated Obligations remain outstanding, and second, to the Borrowers to Borrower or the extent relevant Grantor if no First Priority First-Lien Obligations or Second Priority Second-Lien Subordinated Obligations remain outstanding (in each case, so as to allow such Person to obtain possession or control of such Pledged Collateral); provided that, in each case, the First Priority Agent shall be entitled to rely on certifications from the Second Priority Agent or the Borrowers, as the case may be, as to whether any Second Priority Obligations remain outstanding. The First Priority First-Lien Collateral Agent further agrees to take all other action reasonably requested by the Second Priority Agent such Person in connection with the Second Priority Agent such Person’s obtaining a first first-priority interest in the Collateral or as a court of competent jurisdiction may otherwise direct. (v) Subject to the terms of this Agreement, so long as the Discharge of First Priority Obligations has not occurred, the First Priority Agent shall be entitled to deal with the Pledged Collateral or Collateral within its “control” in accordance with the terms of this Agreement and other First Priority Collateral Documents as if the Liens of the Second Priority Agent or Second Priority Creditors did not exist.

Bailee for Perfection. Until the Discharge of First Priority Obligations has occurred: (ia) The First Priority Agent as Lien Collateral Agent agrees to hold that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees) ), to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC, including, but not limited to, the Earnings Accounts Uniform Commercial Code (such Collateral being the “Pledged Collateral”) as agent for the benefit of and on behalf of the First Priority Creditors and as bailee for Lien Secured Parties, the Second Priority Lien Collateral Agent (such bailment being intended, among other things, to satisfy and the requirements of Sections 8-106(d)(3), 8-301(a)(2), 9-106(a) and 9-313(c) of the UCC) Second Lien Secured Parties and any assignee solely for the purpose of acting as a gratuitous bailee and agent in perfecting the security interest granted under the First Priority Lien Loan Documents and the Second Priority Loan Lien Documents, respectively, subject to the terms and conditions of this Section 5.5. (iib) Subject to the terms of this Agreement, until the Discharge of First Lien Obligations has occurred, the First Lien Collateral Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the First Lien Loan Documents as if the Liens of the Second Lien Collateral Agent under the Second Lien Security Documents did not exist. The rights of the Second Lien Collateral Agent shall at all times be subject to the terms of this Agreement and to the First Lien Collateral Agent’s rights under the First Lien Loan Documents. (c) The First Priority Agent as Lien Collateral Agent shall have no obligation whatsoever to the First Priority Creditors, Lien Secured Parties and the Second Priority Agent, Lien Collateral Agent or any Second Priority Creditor, Lien Secured Party to ensure that the Pledged Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section 5.5. The duties or responsibilities of the First Priority Lien Collateral Agent under this Section 5.5 shall be limited solely to holding the Pledged Collateral as bailee for the benefit of and on behalf of the First Lien Secured Parties and the Second Lien Collateral Agent and any permitted assignee in accordance with this Section 5.5 and delivering the Pledged Collateral upon a Discharge of First Priority Obligations as provided in paragraph (iv) below5.5. (iiid) The First Priority Lien Collateral Agent acting pursuant to this Section 5.5 shall not have by reason of any Collateral Documentthe First Lien Security Documents, the Second Lien Security Documents, this Agreement or any other document or theory a fiduciary relationship in respect of the First Priority CreditorsLien Secured Parties, the Second Priority Lien Collateral Agent or any Second Priority CreditorLien Secured Party, and the First Lien Collateral Agent shall not have any liability to any Second Lien Secured Party in connection with its holding the Pledged Collateral or any other Collateral, other than for its gross negligence or willful misconduct as determined by a final, non-appealable order of a court of competent jurisdiction. (ive) Upon the Discharge of First Priority Lien Obligations, the First Priority Lien Collateral Agent shall deliver without recourse or warranty the remaining Pledged Collateral (if any) together with any necessary endorsements, first, to the Second Priority Lien Collateral Agent to the extent Second Priority Lien Obligations remain outstanding, and second, to the Borrowers Company to the extent no First Priority Lien Obligations or Second Priority Lien Obligations remain outstanding (in each case, so as to allow such Person to obtain possession or control of such Pledged Collateral); provided that, but in each case, case except to the First Priority Agent shall be entitled to rely on certifications from the Second Priority Agent or the Borrowers, as the case extent a court of competent jurisdiction may be, as to whether any Second Priority Obligations remain outstandingotherwise direct). The First Priority Lien Collateral Agent further agrees to take take, at the sole cost and expense of the Grantors, all other action reasonably requested by the Second Priority Agent such Person in connection with the Second Priority Agent such Person obtaining a first first-priority interest in the Collateral or as a court of competent jurisdiction may otherwise direct. (v) Subject to the terms of this Agreement, so long as the Discharge of First Priority Obligations has not occurred, the First Priority Agent shall be entitled to deal with the Pledged Collateral or Collateral within its “control” in accordance with the terms of this Agreement and other First Priority Collateral Documents as if the Liens of the Second Priority Agent or Second Priority Creditors did not exist.

Bailee for Perfection. Until the Discharge of First Priority Obligations has occurred: (ia) The First Priority Agent as Lien Collateral Agent agrees to hold that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC, including, but not limited to, the Earnings Accounts Uniform Commercial Code (such Collateral being the “Pledged Collateral”"PLEDGED COLLATERAL") as agent for the First Priority Creditors and as bailee for the First Lien Claimholders and the Second Priority Lien Collateral Agent (such bailment being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2), 9-106(a) and 9-313(c) of the UCC) and any assignee solely for the purpose of perfecting the security interest granted under the First Priority Loan Lien Credit Documents and the Second Priority Loan Lien Credit Documents, respectively, subject to the terms and conditions of this Section 5.5. (iib) Subject to the terms of this Agreement, until the Discharge of First Lien Obligations has occurred, the First Lien Collateral Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the First Lien Credit Documents as if the Liens of the Second Lien Collateral Agent under the Second Lien Collateral Documents did not exist. The rights of the Second Lien Collateral Agent shall at all times be subject to the terms of this Agreement and to the First Lien Collateral Agent's rights under the First Lien Credit Documents. (c) The First Priority Agent as Lien Collateral Agent shall have no obligation whatsoever to the First Priority Creditors, Lien Claimholders and the Second Priority Agent, Lien Collateral Agent or any Second Priority Creditor, Lien Claimholder to ensure that the Pledged Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section 5.5. The duties or responsibilities of the First Priority Lien Collateral Agent under this Section 5.5 shall be limited solely to holding the Pledged Collateral as bailee in accordance with this Section 5.5 and delivering the Pledged Collateral upon a Discharge of First Priority Obligations as provided in paragraph (iv) below5.5. (iiid) The First Priority Lien Collateral Agent acting pursuant to this Section 5.5 shall not have by reason of any the First Lien Collateral DocumentDocuments, the Second Lien Collateral Documents, this Agreement or any other document a fiduciary relationship in respect of the First Priority CreditorsLien Claimholders, the Second Priority Lien Collateral Agent or any Second Priority CreditorLien Claimholder. (ive) Upon the Discharge of the First Priority ObligationsLien Obligations under the First Lien Credit Documents to which the First Lien Collateral Agent is a party, the First Priority Lien Collateral Agent shall deliver the remaining Pledged Collateral (if any) together with any necessary endorsements, first, to the Second Priority Lien Collateral Agent to the extent Second Priority Lien Obligations remain outstanding, and second, to the Borrowers Company to the extent no First Priority Lien Obligations or Second Priority Lien Obligations remain outstanding (in each case, so as to allow such Person to obtain possession or control of such Pledged Collateral); provided that, in each case, the First Priority Agent shall be entitled to rely on certifications from the Second Priority Agent or the Borrowers, as the case may be, as to whether any Second Priority Obligations remain outstanding. The First Priority Lien Collateral Agent further agrees to take all other action reasonably requested by the Second Priority Agent such Person in connection with the Second Priority Agent such Person obtaining a first first-priority interest in the Collateral or as a court of competent jurisdiction may otherwise direct. (v) Subject to the terms of this Agreement, so long as the Discharge of First Priority Obligations has not occurred, the First Priority Agent shall be entitled to deal with the Pledged Collateral or Collateral within its “control” in accordance with the terms of this Agreement and other First Priority Collateral Documents as if the Liens of the Second Priority Agent or Second Priority Creditors did not exist.

Bailee for Perfection. Until the Discharge of First Priority Obligations has occurred: (ia) The First Priority Each Senior Agent as Collateral and Junior Agent agrees agree to hold or control that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC, includingthe PPSA, but not limited to, the Earnings Accounts or other applicable law (such Collateral being referred to as the “Pledged Collateral”) ), as bailee and as a non-fiduciary agent for the First Priority Creditors and Junior Agent or any Senior Agent, as bailee for the Second Priority Agent applicable (such bailment and agency being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2), 9-106(a) 313(c), 9-104, 9-105, 9-106, and 9-313(c) 107 of the UCC) and any assignee UCC or possession or control under the PPSA), solely for the purpose of perfecting the security interest granted under the First Priority Loan Junior Note Documents and or the Second Priority Senior Loan Documents, respectivelyas applicable, subject to the terms and conditions of this Section 5.55.4; and each Senior Agent and Junior Agent hereby appoint each other Agent to act as its non-fiduciary agent for such purposes and each such Agent accepts such appointment. Unless and until the Discharge of the Senior Lien Obligations, Junior Agent agrees to promptly notify each Senior Agent of any Pledged Collateral held by it or by any Junior Claimholders, and, immediately upon the written request of any Senior Agent at any time prior to the Discharge of the Senior Lien Obligations, Junior Agent agrees to deliver to each Senior Agent any such Pledged Collateral held by it or by any Junior Claimholders, together with any necessary endorsements (or otherwise allow any Senior Agent to obtain possession or control of such Pledged Collateral). Each Senior Agent hereby agrees that upon the Discharge of the Senior Lien Obligations, to the extent that the applicable control agreement is in full force and effect and has not been terminated, such Senior Agent shall continue to act as such a bailee and non-fiduciary agent for Junior Agent (solely for the purpose of perfecting the security interest granted under the Junior Note Documents and at the expense of the Grantors) with respect to the deposit account or securities account that is the subject of such control agreement, until the earlier to occur of (x) 30 days after the date when the Discharge of the Senior Lien Obligations has occurred, and (y) the date when a control agreement is executed in favor of Junior Agent with respect to such deposit account or securities account. (iib) The First Priority Agent as Collateral No Senior Agent shall have no any obligation whatsoever to the First Priority Creditors, the Second Priority Agent, Junior Agent or any Second Priority Creditor, Junior Claimholder to ensure that the Pledged Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person person except as expressly set forth in this Section 5.55.4. Junior Agent shall have no obligation whatsoever to any Senior Agent or any Senior Claimholder to ensure that the Pledged Collateral is genuine or owned by any of Grantors or to preserve rights or benefits of any person except as expressly set forth in this Section 5.4. The duties or responsibilities of the First Priority each Senior Agent under this Section 5.5 5.4 shall be limited solely to holding or controlling the Pledged Collateral as bailee and agent in accordance with this Section 5.5 5.4 and delivering the Pledged Collateral upon a Discharge of First Priority Senior Lien Obligations as provided in paragraph (ivd) belowof this Section 5.4. The duties or responsibilities of Junior Agent under this Section 5.4 shall be limited solely to holding or controlling the Pledged Collateral as bailee and agent in accordance with this Section 5.4. (iiic) The First Priority Any Senior Agent acting pursuant to this Section 5.5 5.4 shall not have by reason of any the Senior Collateral DocumentDocuments, the Junior Collateral Documents, or this Agreement or any other document a fiduciary relationship in respect of the First Priority Creditors, the Second Priority Junior Agent or any Second Priority CreditorJunior Claimholder. Junior Agent acting pursuant to this Section 5.4 shall not have by reason of the Senior Collateral Documents, the Junior Collateral Documents, or this Agreement a fiduciary relationship in respect of any Senior Agent or Senior Claimholder. (ivd) Upon the Discharge of First Priority Senior Lien Obligations, the First Priority Agent Senior Agents shall deliver the remaining Pledged Collateral (if any) together with any necessary endorsements, first, to the Second Priority Junior Agent to the extent Second Priority Junior Lien Obligations remain outstanding as confirmed in writing by Junior Agent, and, to the extent that Junior Agent confirms no Junior Lien Obligations are outstanding, and second, to the Borrowers to the extent no First Priority Senior Lien Obligations or Second Priority Junior Lien Obligations remain outstanding (in each case, so as to allow such Person person to obtain possession or control of such Pledged Collateral); provided that, in each case, the First Priority Agent shall be entitled to rely on certifications from the Second Priority Agent or the Borrowers, as the case may be, as to whether any Second Priority Obligations remain outstanding. The First Priority Agent further agrees to take all other action reasonably requested by the Second Priority Agent in connection with the Second Priority Agent obtaining a first priority interest in the Collateral or as a court of competent jurisdiction may otherwise direct. (v) Subject to the terms of this Agreement, so long as the Discharge of First Priority Obligations has not occurred, the First Priority Agent shall be entitled to deal with the Pledged Collateral or Collateral within its “control” in accordance with the terms of this Agreement and other First Priority Collateral Documents as if the Liens of the Second Priority Agent or Second Priority Creditors did not exist.